The Core of Her Problem
by djpurple3
Summary: All was well on earth, and fairly boring in space. When GLaDOS discovers a 'gift' that Wheatley left for Her, She doesn't appreciate it in the slightest. So She gives him a gift back, and She makes sure he won't appreciate it. Wheatley and Space Core return, and have to make an escape with the help of old faces, and discover there's far more to all of them than they had thought.
1. Chapter 1

Her chassis moved smoothly as She surveyed Her robots. ATLAS and P-Body were bickering, but as soon as they fell into her gaze they stiffened to attention. She rolled her optic _. "Blue, what you did in the previous chamber was foolish. Orange, I was impressed with how you reacted to such a… situation… It was really quite impressive,"_ She stated, her emotionless voice echoing around the voluminous chamber. P-Body snickered, and elbowed ATLAS. ATLAS sulkily ignored it, folding its thin arms and pointedly looking the other way. _"Blue! Look at me when I address you,"_ She snapped, Her patience wearing thin. ATLAS snapped back to attention, as did P-Body. When She was mad, it was best to simply do as She says. She turned away from them, annoyance growing somewhat as a horridly familiar presence seemed to press at Her mind, but She knew for _sure_ he was gone. For good. Floating forever in the vast void of space. And good riddance. The moron.

Behind Her back, ATLAS and P-Body nervously exchanged glances. ATLAS scuffed its heel on the floor and, in its chittering speak, asked if She was mad at it. She swivelled back around _. "Oh, no, Blue. It's not you. At least, not anymore. Why don't you two head down there?"_ She continued, and, with a thought, summoned elevators for them. _"I've got a nice test sorted out for you. I think you'll like this one."_

Excited, the two robots ran for the elevators, and, within a few moments, were gone. GLaDOS released a hollow sigh, or as much of a hollow sigh an AI could produce. She explored into Her databanks yet again. It had been 3.47653 years since that _moron_ was banished into space and _she_ had left. The special one. _Chell._ It had been 3.47653 years and She _still_ hadn't fixed all the damage that _moron_ wrecked. She sighed again. As an afterthought, she checked up on P-Body and ATLAS. They were, for all purposes, stuck. The way through was simple, but it would take away the fun if She told them how to do it. _"You're doing very well,"_ She said in Her dull tone. _"Maybe you should try going the other way."_

And She left them to it again, but chuckled quietly to Herself as She saw their confused expressions. Then She turned Her attention back to the databanks. There was a file here she _simply could not get rid of._ And it was _annoying Her._ GLaDOS did not like things that _annoyed_ Her. The title was a bunch of numbers that refused to form a pattern. She felt like it was something She should've known what it was, but She disregarded that fact and went to access the file. It popped up with a message. _"Password?"_  
" _Password?_ Password?! _Do you know who I am?!"_  
" _Password?"_  
She sighed again. She had never seen this file, and it had the _gall_ to have a password? Well, She had practise at hacking things. "Let's see. _Moron."_  
" _Password denied."_  
"Hmm… I thought that would be too easy. Even for him. How about… _Notamoron."_  
" _Password accepted."  
_ " _You know, I honestly thought it would be harder than that,"_ She mused as the file opened, splaying its data free for Her to investigate. She stared at it for a while. Then She said in Her dull tone, _"Oh, you have_ got _to be kidding me."_

ATLAS and P-Body finished the test in what felt like a timeless while, but was actually almost five hours. Not that She would tell them that. Time slipped through their metaphorical fingers like metaphorical sand. Time was not important. Not to Her. She had forever to live. She could wait five hours, trying to suss out exactly _what_ that moron had left Her. Not that She needed to check. She knew precisely what it was. _"Perhaps he wasn't as big an idiot as I thought,"_ She said out loud, a strange tone in Her voice. She gazed at the data before her. Sub-folders, video files, endless amounts of code that made up the memories of a certain little ID core that spanned _millennia._ Even _She_ did not have this large amount of simple _memories_ crammed inside Her software. She cast her thoughts briefly to the other cores, corrupted or not. Was the stretch of years between Her death and Her reawakening _really_ this long? She'd seen the figures, of course. Numbers made sense. But it had no impact as just numbers, but _this?_ This was something new. She began to examine the early memories, skipping years and decades and centuries ahead. It was monotonous. _Horribly_ monotonous. Nothing _big_ really happened until the reserve power ran out, and of course, She knew what happened after that.  
She wondered what must have been going on in his mind in those last few minutes before being surrounded by the oppressive silence of space. He must have been panicking. Either that or it was part of his plan to back up his memories.

It was all there. All his memories. Even a small speech he'd made with the last vestiges of a wireless connection he had. _"I would say, 'I'm sorry.' The End,"_ his voice echoed through Her head. She shook Her head. This was new. And there was no way She could ever delete this. He'd anchored it into the mainframe somehow. But there was something truly intriguing. His emotions had been churning. And the waves of guilt and sadness that he emitted during his last speech were, to use the term again for lack of a better word, intriguing. In fact, it was so similar to the surge of emotion that caused Her to save that girl's life. She paused in Her train of thought. Who was She kidding? The _least_ She could do was to refer to her by name. To save _Chell's_ life. She nodded to Herself, and continued on Her train of thought. She knew _Her_ surge of emotion was related to the human She once was, Caroline. As much She loathed to admit She had once been _human._ But Her… human… emotions were triggered after being torn away from Her body. That moron seemed to have the same reaction leading Her to believe…

…

Maybe She was not the only AI that was a result of brain-mapping.


	2. Chapter 2

White. Big white rock. In a _lot_ of black. Whoever created space, Wheatley decided, must have been colour blind. Black and white. The only splashes of colour were the flag he saw every orbit, and the giant looming Planet Earth. "SPAAACE!" a bright voice cried out in joy. Wheatley rolled his optic.

"For the last time, _yes. You. Space._ I _know!_ Alright? I _bloody well know!"_ he yelled at the source of the shout. The Space Core. "I'm in space! You're in space! Look at the staaars!" Space Core chimed cheerily. With a hollow sigh, Wheatley rolled around to look at the Space Core. "Yeah. The stars are the same _itty-bitty_ little points of light that they were yesterday. And the day before. And the day before that. _And the day before that_. I don't understand your thought process, you know," he snapped.

Space Core fell silent. A few, silent minutes passed.

Then he whispered, "The Earth looks pretty from space."

Wheatley turned to look as well. "Yes," he sighed. "Yes it is. Look! I think I can see America from up here."

Space Core hummed a tune that seemed vaguely familiar. Then he burst out into song. "Fly me to the moon, and let me play amongst the stars! Let me see what spring is like on Jupiter and Mars!" Wheatley laughed. The words were buried somewhere in his memory banks from a time before he could remember. The scientists probably gave him some songs so he didn't get bored. Wheatley hummed along as Space Core progressed through the song. Then he joined in.

"In other words, please be truuuuuue! IN OTHER WOOOORDS! I LOVE YOOOOOOU!" they sang. If they had mouths, they'd both be grinning. "Nuthin' like a good bit o' swing, you know," Wheatley lectured happily. Space Core seemed to nod, but it was hard to tell with the distinct lack of gravity. Then, another song followed. "It's cold outside, there's no kind of atmosphere! I'm all alone, more or less! Let me fly far away from here! Fun, fun fuuuun, in the sun, sun, suuuuun!" Space Core chimed. Wheatley listened, his happy mood melting away. "All alone, more or less? Funnily enough you should mention that, mate. I mean, until _now_ you've not been much company, really," he sighed as Space Core rambled on.

After listening to the excitable core for a while, a thought dawned on Wheatley. "Hey, mate?"

"Yes, Space Buddy?" Space Core asked, his bright yellow optic focusing on the other Core.

"I just realised… we've been up here for _quite_ some time now, and I've never asked you what your name was."

Space Core hummed.

"So let me change that. What's your name, mate?" Wheatley asked, curious to whether this strange Core actually _did_ have a name.

Space Core hummed again, and fell silent for a few long minutes. Then, in a wavering voice, stated; "Orion."

"Ryan?"

"Orion," Space Core repeated, his voice shaking, as if it took a great amount of effort.

"Orion? Like the… uh… what is it… it's a… a… oh! Oh! I know! It's a constellation, isn't it? That man with the bow and arrow?"

"Orion!" Space Core agreed happily, in a way that made Wheatley think he'd got it right.

"Well then, Orion! Do you know who I am?"

"You're her friend! Space Lady!" Orion stated, blinking.

"Space Lady? Oh! Oh! You mean, oh… what's-her-face… I _found_ her name! I _found_ it. Ah… Chell! That was it. Chell! Yeah, I… I _was_ Chell's friend."

"Then you tried to _kill_ her," Orion said, his optic narrowing.

Wheatley stared at the other Core with horror and trepidation. He had tried, yes. Not that it worked. "But she beat you, like she beat _Her,"_ Orion continued, and it was obvious who he was talking about.

"Look, mate, I've said I'm sorry! I know that it isn't to the person it's supposed to be to, but I honest to _God_ am sorry!" Wheatley shouted desperately, trying to make Orion understand.

"I know."

A silence fell between them. As their orbit brought them optic-to-optic, Orion's lower optic plate slid upwards, giving the impression of being happy. "I forgive you, Wheatley."

For once in his life, Wheatley had nothing to say to that.

GLaDOS was mad. ATLAS and P-Body had taken themselves safely out of the way. But it was not their fault she was mad. She was mad at that _moron_ , and he wasn't even here! There was no way in _hell_ she would put up with this! But whatever she moved the files over to, it would, in all respects, become _him._ And there would be _two_ of him. And that would drive Her insane. Mind you, this _thing_ in Her brain would also drive Her insane. Her mind scanned over Her options. Silently, an idea formed in the back of Her mind. GLaDOS marvelled at the fact that she ever would have thought of that. _Mind you, my mind_ is _marvellous,_ She thought approvingly.

" _Blue, Orange, would you fetch me some parts, please?"_

Wheatley and Orion drifted around for what felt like another eternity, but this time a more bearable eternity. It was nice having someone to properly talk to. "So, mate. How long do you think it's been?" Wheatley asked, glancing at Orion.

Orion hummed, and by now Wheatley had learnt that that meant that he was thinking. "Been 3.47653 years," he replied eventually.

"What?! 3 point… whatever you said?! It's been that long?!" Wheatley demanded, his optic shrinking in surprise. "Almost 3 and 1/2 years," Orion repeated.

"Three and a half…" Wheatley trailed off. "Well then… Uh…"

"Floating in space."

"Yep. Just like before."

"Just keep floating, just keep floating. Floating, floating, ah ah aaah!" Orion sang brightly, in stark contrast to the moment just before. Wheatley was about to ask something, then he realised, Orion already answered his question. _What do we do now?_

Just keep floating.

It wasn't like they could do anything else.

The period of silence that followed stretched on for an endless time. Their orbit moved with the Moon around the Earth slowly. "Orion?"

"Yes, Space Buddy?"

"Where are we?"

Orion eyed his partner dubiously. "In space."

Wheatley laughed. "No, no, no. I mean where over Earth are we?"

"Oh!" Orion twisted to look at the Earth. He fell silent again as he observed the silent blue-green mass below them. He hummed. Then, he stated one word. "Australia."

Then he turned in his frame and began happily examining space.

Wheatley peered at the Earth. Australia? Where was that? Well, according to Orion, in front of them. He examined the surface, trying to find that tell-tale green that meant there was land hundreds of thousands of miles away. "All this bloody cloud everywhere isn't being helpful, I'll tell you, mate!" Wheatley exclaimed, his optic straining to find this elusive 'Australia.' He heard Orion's peculiar, clucking laughter. "Under cloud," Orion said.

"Yeah, mate. I _know_ it's under the cloud!" Wheatley said, exasperated.

Orion laughed again. "Too high."

"What?"

"Look lower."

"Look _lower?_ " Wheatley repeated, bewildered. He lowered his gaze… and laughed at himself. It was there. Down lower. Australia. "It's… not as green as I expected," he commented, and glanced at Orion as he laughed again.

"Very hot."

"It's very hot? Oh. Okay then." Wheatley accepted that fact. Orion knew a lot about the Earth and the places on it, more than he expected. In fact, he had calmed down about space quite a lot for the… however long it had been since they had begun to properly talk. "Hey, Orion?"

"Yes, Space Buddy?"

Wheatley paused, and then continued with his question. "S'how do you know about Australia an' stuff?"

Orion hummed.

He was silent for a long time.

"Orion?" Wheatley asked, worried he'd somehow broken his friend.

"Don't know," Orion finally said. He _sounded_ worried.

"You don't know?" Wheatley asked incredulously. Then he realised what he sounded like and how worried Orion sounded. "Uh… that's, uh, that's perfectly fine! Normal, in fact!"

Orion had spun in his frame to face him, his optic wide. "Normal?"

"Perfectly normal! In fact…" Wheatley searched his memory banks for something, _anything_ he could use as an example when he finally realised something. He could feel some sort of mental barrier between his thoughts and… well… something else. Something he felt he should know but simply didn't. "Uh…" he trailed off, his optic shrinking to a pinprick as he internally examined this wall in his mind.

"You feel it, Space Buddy?" Orion asked quietly, a hopeful expression in his frame.

"Yeah. Yeah, I feel it," Wheatley whispered, shuddering.

They both fell silent for a timeless while, far longer than either of them usually were. Now he'd noticed this barrier, Wheatley _could not break it._ There was no way he could get whatever was back there out. "Orion?"

No reply. Wheatley turned in his frame and examined his companion. His eye-plates were closed and he could tell his optic was dark. He'd gone into sleep mode. "Oh. Sorry," Wheatley whispered. He turned away and continued to examine the Earth for another timeless time. A lot of blue. Over the ocean. Over the Pacific Ocean. "How do I know that?" he asked himself, worry colouring his voice. "Well, I suppose it must be common knowledge, you know. That the Pacific Ocean is by Australia. Do you know it? I'd imagine you would. Oh wait, you're asleep. Right."

The strange barrier in his mind felt like it shifted. "And you can piss off, too, you know."  
"Pardon?"

"AH!" Wheatley spun around and noticed that Orion was now Awake, staring at him with an offended expression.

"Not you, mate! Not you! The weird thing in my head!" he covered up in a panic, not wanting to become enemies with his only friend.

"Oh. Space barrier."  
Wheatley sighed. "Yep."

They fell silent. "It's really annoying, you know."

"Yes," agreed Space Core.

All of a sudden, the two Cores _felt_ something familiar. Something that made them both shriek, in varying stages of fear.

The Something stretched out from Earth. Nothing visible, but it was there. A connection. An _internet_ connection. This connection linked into Wheatley and Orion, who flinched. They knew what this was. They knew where it was from. It was from _Aperture._


	3. Chapter 3

GLaDOS sighed in frustration as the two Cores shrank away from the connection.

" _Don't make this more difficult than it has to be, moron,"_ She snapped, feeling the moron flinch.

" _I'm_ _not a moron,"_ She heard him mutter.

" _Don't talk to Space Buddy like that!"_ the yellow Core shouted at her. GLaDOS fell silent. It was _appalling_ that that corrupted Core thought it could talk to _Her_ like that!

" _Shh, mate. It's not you She's mad at!"_ She heard the moron say quickly.

" _But She was mean to my Space Buddy_!" the Space Core fumed.

" _It's alright, Orion. She's_ always _mean to me,"_ the moron replied, and She thought he sounded sad.

" _Orion?"_ She demanded, confused.

" _That's his name, luv,"_ the moron informed her.

She scoffed. _"It is a corrupted Core. It doesn't_ have _a name."_

" _I have a name!"_ the Space Core snapped. _"_ She _still had a name when_ She _was corrupted!"_

" _Shut up, Orion!"_ the moron shouted desperately. She could feel his fear. And his… attachment to his… friend. _"Oh, it's alright,"_ She said calmly. _"He makes a good point."_

The two Cores fell silent. The fact that She referred to Orion as 'he' rather than 'it' was not lost on them.

" _Look, this connection won't last forever. Moron, I found your back up files, and they won't go away."_

" _Ah. I_ did _do something right. Good."_

" _No. Not good. I_ can't get rid of it. _It's like when you were attached to me before. I have a plan to get rid of it. And it involves you."_

Panic. That's what She felt from both the Cores.

" _The only way I can get rid of it is to upload the files somewhere, and that would create another version of you. I don't want two versions of you. So I'm going to back you up to complete the files to what memories you have now, then Shut you Down. Then I'm going to put the files into a special body I made for you and then you are going to leave,"_ GLaDOS stated.

The moron spluttered indignantly. _"Shut me Down?! SHUT ME DOWN?!"_

" _It will be like you only went into Sleep Mode."_

" _How do you know?"_

Silence.

" _I don't. But I'd GLaDly experiment on_ you."

Silence.

" _I'd rather you didn't."_

" _Don't hurt Wheatley."_

Silence.

Long, long silence.

The simple statement from the Core who would never speak of anything but space left the two AIs completely speechless.

" _Don't hurt Wheatley._ Please _don't leave me alone,"_ Orion repeated, a pleading tone creeping into his voice.

" _I don't want to leave you, mate,"_ Wheatley said gently.

She sighed. _"I don't understand these… human, and I use the term loosely, interactions. There's no point in getting attached to anyone."_

" _You got attached to_ her _,"_ Wheatley whispered, as if afraid that She'd injure him for even bringing _her_ up.

Even across the massive distance, he shrunk away from Her withering glare.

" _You do not get a say in this."_

" _But it's_ my _life you're ending!"_

" _I'm not_ ending _your life! I'm bringing you back,"_ She snapped.

Silence.

" _Can I come home too? Space is big. Too big. Want to go home,"_ Orion implored.

GLaDOS sighed, and, in another room, started to build another 'body.' _"You can come back, but it won't be your home. I'll have to back you up too. Starting… now."_

The two Cores fell silent as the data streamed to Earth. After what seemed like a few minutes, Her voice came back to them. _"Alright. You two, I'm Shutting you Down now."_

And that was that.

Black.

Connection terminated.

She breathed a sigh. This was a new start.

A new advancement in Science.

A new experience.

Yeah, totally.

Wheatley opened his optics slowly, wincing at the bright light. Then he froze, a grin spreading across his face. He was _home._ At _Aperture!_ He took it all in. It was the familiar white panelled walls… and that was about it. There was some sort of frame, which he could feel holding him upright…

Upright?

What?

Wheatley looked down.

And yelled at the top of his lungs for maybe… well… at least fifteen minutes.

Wheatley stared at his hands, an immediate sense of doom crawling into his mind. _Human?_ She had made him _human?!_ _How?!_ He held his hands up to the light. Instead of the light somewhat passing through his hands like they had when _Chell_ had done that, the light stopped, as if his hands were simply solid. He flexed his fingers, and Wheatley could _swear_ he could hear a faint _wirr_ as they moved, like the joints of a robot moving…

"Oh. Oh, that's bloody brilliant, that is."

" _Why thank you,"_ Her cool voice echoed through the chamber, making Wheatley jump.

" _It took me all of three hours to put the two together."_

"Speaking of two," Wheatley called, his eyes ( _that's what they were called!)_ focusing on a blinking camera which was trained on his face, "Where's Orion?"

" _He is in another room. It's remarkable, how calm he is. Your reaction was far more entertaining,"_ She sneered. Wheatley glared at the camera, but his cheeks were coloured red.

" _Ah, good. The embarrassment function is working. I wasn't sure if the blushing feature would work."_

Wheatley ignored her.

Wheatley twisted to see what he was propped up against. A metal frame was helping him stand.

 _Do I even know_ how _to walk?_ He asked himself as he braced himself against the frame. So far, he seemed to be doing surprisingly well with the whole motor skills thing. He clung to the frame with his hands and slowly, slowly, edged a foot forward. He watched his own foot as he put it down, the sole of his sneaker gripping the white floor. Slowly, relinquishing his grip on the frame, Wheatley put his weight over the foot and moved his other foot forward. "There we are! I just walked! Oh, I'll be a master before you know it," he said brightly, shuffling forward like an ungraceful heron.

" _Well,_ I _don't_ need _to walk,"_ GLaDOS said simply.

"Yeah, but you can control a facility with your mind."

" _I suppose that is a fair point."_

Wheatley began to walk faster. Around in circles. Back and forth across the room.

" _I must say, you've gotten the hang of that rather quickly."_

"Why thank you! To be perfectly honest, it feels like I actually already know how to do it…" Wheatley suddenly stopped talking and moving, a look of surprise on his face. That _mind wall thingy._ It was _gone._

Things suddenly came into the forefront of his mind. Things he never knew… yet had always known.

Wheatley's eyes rolled up into the back of his head and he slumped to the floor.


	4. Chapter 4

Wheatley came around as two robotic limbs lifted him and put him down somewhat roughly on his feet. _"Oh. You're awake. You know, I made this body to be as human as possible. I didn't realise that you could faint."_  
"Bullshit," Wheatley muttered, wrenching his arm free and running a hand across his face.  
" _I heard that,"_ She said, the smirk obvious in Her voice.  
" _I didn't know you knew any swear words,"_ She continued, letting the robot arms snake up back to the roof.  
"I remember a lot of things I didn't before," Wheatley murmured.  
He glanced at the camera on the wall, and then turned around. On the far wall there was a door. One of those round, slide-open ones. Wheatley wandered over, and frowned. He noticed the blue dots across the wall leading to a button. An innocent Weighted Storage Cube sat in the corner. Wheatley glared at the camera. "Really?"  
" _What can I say. Three point four seven six five three years without a proper test subject really irritated me. Although, not as much as those files you left. By the way, you need a better password."_  
Wheatley sighed. "I was… in a hurry, alright?"  
" _Oh, I completely understand. You obviously had a lot going on when you got what was coming for you,"_ Her silky-smooth voice, taunting, and Wheatley chose to ignore Her.  
" _I mean, not only did you insult me, you put me in a root vegetable, and then you attempted to kill me by shoving me down a pit which could have been bottomless-"_  
"It wasn't though!" Wheatley snapped.  
" _No, it wasn't. But the worse fact is that you tried to kill_ her. _Even I know that that was a stupid idea. Believe me. I tried. It's not worth it."_  
"Yeah, I know, luv," Wheatley muttered, glaring at the camera again. Its blinking light seemed to stare impassively back at him. Disgusted and annoyed, he turned away, yet Her venomous monotone continued.  
" _And yet that wasn't enough. You insulted me. You insulted_ her. _And then you tried to kill us both. And you got_ precisely _what you deserved and-"_  
"OH FOR THE LOVE OF GOD I _KNOW!"_ Wheatley suddenly roared, spinning around and unleashing the most withering of death glares ever produced. She fell silent. "I _god dammed know_ I deserve what I got! I _don't deserve to be back here!_ I don't regret what I did to you, honestly. You almost killed me _so many times_ over the years! Do I look like I _care about you?!_ NO! I deserve to rot in space because of WHAT I DID TO CHELL!" Wheatley took a deep shuddering breath. "I don't know how you can _bear_ to put up with all those different voices. I _know_ I did stupid things. I _know_ how I could have done it well! But I _didn't_ because…" He sank to his knees, his head in his hands, the regret of three and a bit years spilling out. "Because I'm a _moron,"_ he whispered, barely audible.

Silence.

A long silence.

" _I'm glad we agree on something, then."_

The camera was fixed on his shaking form on the floor. Was he scared? Upset? What pathetic human emotion was going on through that mind of his? Slowly, Wheatley stood, and lifted his gaze to the camera. He was not frightened. He was not upset. He was very, _very_ angry.  
In fact, he was furious.

Somehow, this frightened _Her._ This core was an idiot. A total moron who could put two and two together and get seven, and yet… the cold, hard, pure _fury_ in his eyes scared Her.  
"I've had it with you," he growled, his voice the only sound in the chamber. He began to move towards the camera. "I've had it with the injuries, the insults, the blatant attempts at murder. I've _had it!"_  
He was within arm's reach of the camera. She watched, silent, trying to judge his actions. Suddenly, Wheatley lunged forward, and ripped the camera straight off the wall. She quietly yelped in pain.  
"I _know_ you feel everything," he hissed. "Every little malfunction, every little spark. It _all hurts._ _That's why you always tell them not to break you're precious testing equipment."_  
" _Don't you_ dare _try anything!"_ She warned, yet She was worried. In this state, he probably wouldn't listen.  
She was right.

"You want a _test?_ Why don't we _test_ how strong this new body is, eh?!" he yelled, drawing his fist back.

" _WHAT ARE YOU DOING!? AAH!"_ She screamed.

Wheatley punched the wall panel in front of him.

Since he was not strictly human, he had incredible strength.

His arm was buried almost up to the elbow in the wall.

And thanks to the stimulated adrenaline rush that accompanied his rage, he didn't feel a thing.

Wheatley withdrew his hand with the same look of simmering rage on his face. He repeated the action three times, producing a defeated whimper from the homicidal supercomputer. He turned and stalked over to the Weighted Storage Cube and lifted it with ease. He threw it at the door. It caved inwards with a metallic clang. She cried out. He picked up the cube and threw it again.  
" _STOP IT!"_ She shrieked.  
"Fine," Wheatley said, equally as emotionless as She was a few minutes ago.  
He picked up the Cube. The remaining camera in the room tracked his movements as he carried it over to the button.  
" _No! Don't! You'll… Aaaah!"_  
Wheatley placed the Cube on the button, and the deformed doors tried to open, grating and groaning in ways they were never designed to. They opened far enough for him to walk out.  
He did. He turned back to see a robotic arm stretch from the ceiling and remove the Cube.  
The doors, groaning in protest, slid shut.  
" _You know, you're going to regret that,"_ She threatened weakly.  
"Oh yeah. You're in the position to threaten an android who can punch holes through walls with his bare hands," Wheatley snorted, flexing his fingers. "I bet you're glad you didn't give me any weapons."

She was silent.

Wheatley paused, and glanced at the nearest camera. "You didn't, right?"

She was silent.

Then She said, _"Well, I'm not telling you what they are."_  
"That's fine, luv. I think I've got more than you bargained for anyway," smirked Wheatley.  
He strode down the corridor, feeling remotely proud of himself.  
Then his long strides slowed. He stopped. What if his reckless behaviour brought something down on Orion? He _knew_ She wasn't below doing that. "Hey… uh…" he stammered, walking over to the camera mounted on the wall ahead of him. He was reluctant to use Her name.  
" _What do_ you _want?"_ She asked, thinly veiled disgust threaded into Her smooth voice.  
"You… uh… You haven't hurt Orion, have you?"  
" _If I had, do you_ really _think I would tell you?"_

Wheatley didn't say anything, but he put his head in his hands. She _had_ hurt him. Oh, _why_ was he such a _moron?_  
" _That was a joke. Ha ha. Lighten up. I didn't hurt him. Mainly because he didn't hurt me. You know, like you did."_  
"Yeah, yeah. I know, luv. I was there too," Wheatley said, lightening up a little, and waving a hand at the camera and he continued walking down the corridor.

The corridor stopped at a door. Wheatley paused as he reached it. There was no button to put a Cube on. Not that _She_ would ever let him around a Cube again. But there _was_ a trail of blue dots.  
He followed them with his eyes down another corridor, squinting as they reached the far end.  
"What _is_ that?" he muttered.  
" _What, you mean you can't see it?"_ She asked, three cameras trained on his face.  
"I just can't see it clearly. I…" Wheatley trailed off, staring into space as a memory popped up.  
"You didn't give me short-sightedness, did you?" he asked the nearest camera.  
" _No. Any vision impairment is purely psychological."_  
"I… I need my glasses! In my office!" Wheatley suddenly declared, suddenly looking excited.  
" _You know, I think you're the happiest person in history to realise that they need glasses,"_ Her monotone said, sarcasm evident. _"Wait… in your_ office?"

Wheatley waved his hand at the camera dismissively. Outside, he seemed his usual, relatively happy-go-lucky self, but inside, a small torrent of panic was clawing at him.

He had _worked_ here. At Aperture.

He had been a _scientist._ In fact, so had Orion.

He remembered that.

Images of the other Cores as humans flooded into the forefront of his mind. He pushed the images away and began to stride down the corridor, the thoughts growing so repulsive that he began to run. He reached the button out of breath and upset. He angrily slammed his fist down on the button and began to storm back. He got just about halfway when the doors slid closed.

Wheatley stared at the closed doors and sighed. "Right. Brilliant. Just _brilliant,"_ he muttered, and he turned on his heel and stalked back to the button. He slammed his fist down, and wheeled around, his white coat whirling dramatically, and sprinted towards the door. He was over half-way. His long legs gave him a large advantage. He was almost there when the doors began to close. With a yell of frustration, Wheatley leapt forward in a dramatic fashion, diving headfirst through the rapidly closing gap. He did an impressive barrel roll as he hit the floor, and rolled to a stop, his face buried in the floor. As he picked himself up, he heard a bright voice shout, "Wheatley!" and he was knocked off his feet, a grip like a vice gripping him around his chest.

"Ah!" he shouted, dragging himself to his feet and looking down.

This breath caught in his throat.

"O-Orion?"


	5. Chapter 5

The man who had his arms thrown around Wheatley looked up. His bright yellow eyes shone, his mop of blond curls bouncing, and a wide grin stretched across his pale face.  
"Wheatley! You're alright!" he chirped.  
"Oh yeah, mate. I'm alright. I must say, you're looking good!" Wheatley said approvingly, looking his friend up and down as a fleeting image of Orion looking through a telescope, plotting a star chart flew into his mind. His friend was wearing a white lab coat over a charcoal-grey turtleneck with a proud white Aperture logo on the top left, where a pocket would be, a pair of dark blue jeans and a neat pair of black shoes. "Yeah," agreed Orion, releasing Wheatley and looking down at his clothing. "They got all the details right. Even this." Orion held up his wrist. Wheatley stared in awe. A beautiful bracelet, silver chain with gorgeous silver and white-gold stars with diamonds and other jewels laid in it adorned Orion's wrist.  
"It was a gift from my girlfriend," Orion explained, a light blush colouring his cheeks. Then the colour drained from his face and he went even paler than he was normally as he realised what he just said. His shoulders slumped. Wheatley drew him into a gentle hug. He didn't have to ask.

He _knew._

Bring Your Daughter to Work day.

Wheatley knew that by then, Orion had been mapped into a core, like he himself had been, but Aperture had allowed Orion's girlfriend to attend. Sent her a formal invitation, in fact. Wheatley had seen it.

Not that he'd tell Orion that.

"Claire…" Orion groaned, burying his face in the front of Wheatley's shirt.  
Wheatley, for once, had nothing to say. They stood there in a silent embrace, until Her smooth voice sounded throughout the room.  
" _Now, I know this probably is a shock for you two or something, but honestly? I don't want you here for longer than I have to. Which means that you two have to leave. But of course, I'm not going to make it easy. What fun would that be?"_

They could hear the smirk in Her voice.

"You're going to test with us, aren't you?" Wheatley asked with a low tone, hugging Orion a little tighter as he shuddered in his arms.  
" _Oh, am I getting predictable?"_  
A door slid open.  
" _Oh well. I don't really care."_

Orion pushed Wheatley away gently.  
"You going to be alright, mate?" Wheatley asked softly, putting a hand on his shoulder.  
"I-i-I'll be alright," Orion stammered. He fell silent.  
Wheatley somehow knew that Orion was _not_ okay when he wasn't talking, but there was nothing he could do yet. Maybe the testing would distract him.

Wheatley sighed.

 _Testing._

A word that sent chills and thrills up his spine. He _loathed_ it, yet some part of him seemed _excited_. He blamed GLaDOS' programming. He was never like that before.

He _knew_ that.  
Fifty thousand years gave you a lot of time to become familiar with your own programming.

Wheatley cautiously walked forward, reassured by Orion's shuffling footsteps. There was not much in the next room. White panels. Glass boxes. An orange portal on the wall. A blue portal in a box to the left, no… wait. The box to the right. There was a Weighted Storage Cube in one box, and a button in another and the door in the third one, straight ahead. The blue portal went _fischt_ and disappeared and reappeared in the next box.  
"Ah." Wheatley stuck his head in the orange portal, and pulled it back out as it changed. He darted in the portal and dived for the Cube. "Wheatley?" Orion asked.  
"I got it!" Wheatley chirped triumphantly. He tucked it under one arm and ran back. He would've gotten out in time but he hit his head on the top of the portal and reeled backwards. He dropped the Cube through it by accident as he toppled over backwards like a tree in a thunderstorm. The portal closed with a _fischt_ and opened in the button box. Orion picked up the Cube, hugging it awkwardly to his chest.  
"Shall I keep going?"  
"Yeah, go for it, mate."  
Orion jumped through the orange portal on the wall and landed somewhat daintily in the box. He ran over and placed the Cube down. The door slid open. He ran for the portal.

 _Fischt._

It closed.  
Orion smacked into the wall.  
Wheatley waved awkwardly at Orion. Orion waved back.

 _Fischt._

Wheatley dived through. Honestly, diving seemed to cause less pain than walking through it normally. He ended up in a mess of clothes and gangly limbs on the floor.

 _Fischt._

Orion jumped out of the portal and dragged Wheatley to his feet.

 _Fischt._

He dragged Wheatley through the portal.  
They walked out the door side by side.  
" _Oh. You made it. Hooray."_  
There was the sound of those plastic twirly things that you blow at parties.  
" _You know, I think you set a new record."_  
Orion stopped to listen, but Wheatley kept walking. He knew that whatever She had to say, it wouldn't be nice.

" _I think that was the slowest_ anyone _ever completed that chamber. And there were two of you. I mean, really."_

Orion looked like he was about to protest when Wheatley turned back. "It isn't worth it, mate. Just encourages her. Seriously," he chided.  
Orion shut his mouth and scuttled along after Wheatley.  
They came to an elevator. A slim, one-man elevator made of glass, riding on pressurised air. Wheatley and Orion stood in front of it, wondering what to do. Would they both fit?

" _I really ought to put you two into the co-operative course. But I won't. That was designed for Orange and Blue, and they'd get mad if I gave away their course. So you'll have to both fit into this elevator. Just be glad you're both rather thin. Not like_ her. _You'd be lucky to fit a Cube in there with her."_  
"Oh, she wasn't fat and we _both_ know it," Wheatley snapped at Her.  
" _Yes, I suppose we shouldn't keep the lie up. But the fact was, you agreed with me."_  
"I had your programming going through my head! Of _course_ I agreed with you!"  
Before the two could start hurling insults at each other, Orion shoved Wheatley into the elevator. Wheatley stumbled, his gangly frame colliding with the glass wall. Orion stepped into the elevator and the doors slid closed with a _hiss._

" _You_ do _realise an elevator will not stop us from talking, right?"_ Her sarcastic tone filled the elevator. Orion ducked his head. Wheatley folded his arms sulkily.  
"Leave him out of this."  
" _Oh, come on, moron. We_ both _know how annoying he is."_  
A defeated whimper arose from Orion. He was upset before, but now?  
Wheatley put a protective arm around Orion's shoulders.  
"Leave him out of this. He's only here because I'm… a… a…" he trailed off.  
" _A moron?"_

Wheatley's silence spoke for him.

"You're not a moron," Orion said quietly.  
" _Oh. Don't lie to him. That's_ my _job,"_ GLaDOS droned.  
"Go hang with Pluto with nothing to test," Orion retorted, glaring at the hidden camera.  
She made a mental note to figure out how he knew where the hidden camera was. Then She reacted to the insult.  
" _I'm sure I could find something to work with."  
_ "There's been nothing around there for decades. You've got nothing to work with, Liney."  
The sentence flew out of Orion's mouth before he could think. Wheatley chuckled, and then they both fell silent as they wondered _who he was talking about._  
" _Liney? As in… Caroline?"_ She asked, very, _very_ slowly.

Silence.

"Probably."  
" _Probably? What do you mean,_ probably?"  
Orion glanced at Wheatley, his brow furrowed in thought.  
Finally, he said quietly, "Yes. Liney, as in Caroline. Caroline… Caroline Johnson."  
"Oh… oh! Yes! That's her. I remember her. Lovely girl," Wheatley said, starting to ramble.  
" _How do you know Caroline Johnson?"_ She asked, very slowly and very quietly.  
"Uh…"  
"She was the boss' partner."  
"Yeah."  
" _The 'boss?' Cave Johnson?"_  
"Yeah. That's him."

The elevator hissed to a stop and the doors slid open.

" _You may have wondered why the elevator ride was so long. The fact is, I took the liberty of moving you two up some levels. Those starting chambers are boring,"_ She explained as they exited the elevator. _"So you will receive the Aperture Science Handheld Portal Device in the next chamber. I designed it especially for you."_  
"You know, it's easier to call it a portal gun," the two metal men said in sync.  
" _You know, all the scientists said that to me. They wasted their breath. Which is a shame, because I_ did _tell them to take a deep breath, and hold it."_  
The two Cores stared at the hidden camera with growing horror. That was the first time they'd heard her freely mentioned the… incident. Of course, they remembered it. They had both been there, but not as humans. Orion had been activated for about a week at that point, and Wheatley, three months.

They had both been distressed with what _She_ had done, but there was nothing they could do, especially after a special display of power She had put on for the Cores in case someone got any funny ideas. It had taken so much to hold Rick and Anger back, it wasn't even funny. When those two are riled up, Anger even more so than normal, it was just plain _terrifying._ She chuckled at their expressions. _"You two are so fun to tease."_  
"It's not teasing," Orion muttered as he stormed out of the elevator.  
"That's just…" Wheatley trailed off as memories pressed forward. He stumbled out of the elevator as they weighed down his mind. His vision faded out as it took hold…

 _Wheatley sped down his rail. He'd been summoned to the Main Chamber with great urgency. Excitement bubbled up in his code. It was finally Bring-Your-Daughter-to-Work Day, and_ She _had said there was something big planned. A surprise. "Hey! Where'ya headed?" a scientist asked him._  
" _Oh, hullo Dave!" Wheatley chirped, slowing to a halt and backing up a bit. "Apparently there's gonna be a big surprise! I'm needed in the Main Chamber!"  
Dave glanced at the people milling around, fathers and mothers with their daughters. "If it's going to be big, you better get there fast," he chuckled, patting Wheatley's frame._  
" _Yep! I'll seeya, mate!" Wheatley replied, his expression cheery, and he raced off.  
That was the last time he saw Dave. _

_Wheatley slowed as he passed the guest entrance. A young woman stepped off the elevator, nervously glancing around. She had long black hair that curled elegantly, and she was wearing a neat white dress. "Hullo!" Wheatley called down to her. She jumped, and looked up at him._  
" _That voice… Wheatley?" she asked, a look of wonder, with an underlying sadness mixed with the slightest hint of desperation in her eyes._  
" _Uh… yes. That's me. Wheatley, the ID Core, at your service!"_  
" _Wheatley! Don't you remember me?" she asked, almost frantically, stretching her arms out to him. He cautiously lowered himself into arms reach and she hugged him._  
" _I can't say I do. Funny, thought I'd remember a pretty girl like you," he stammered._

 _Yeah. Smooth._

 _The woman stared at him, her brow furrowed. She finally said, "I'm here so see Orion."_  
" _I'm sorry, who?" Wheatley stammered. He didn't know an 'Orion.'_

 _The woman stayed silent for a long time._  
" _Orion Jones? You know your -?"  
Wheatley stared blankly. _

_The memory had faded there._

" _Uh, you might wanna talk to someone is charge," he said, directing her to a man sitting at a desk, accepting people's invitations._  
" _Alright. I… You… I'm sorry. Goodbye Wheatley," she said sadly, stepping away. Wheatley felt like he'd done something wrong. "Wait!" he called. She turned back.  
"Before you go," he nervously stuttered. "You know my name, but I don't think I know yours. What's your name?"_  
" _I'm Claire. Claire Stevens. Please, at least remember that."  
She walked off, glancing at him over her shoulder and went to the man at the desk, handing over an invitation. Even from this far away, Wheatley could see it was a VIP invitation. "Cor blimey, she must be important!" he said to himself. Then he remembered where he was going. He let out a panicked cry and raced off. He _definitely _didn't want to be late._


	6. Chapter 6

"Wheatley? Wheatley!"

Wheatley heard his name being called. He opened his eyes slowly and jerked back as he realised that his face was on the floor. He must have fainted again. A hand was on his shoulder. He lifted his head as he propped himself up on his hands and knees. Orion was kneeling next to him, a concerned look on his face. "Are you okay?"  
"Yeah, yeah. I think I'm fine," Wheatley said, his voice sounding thin. Orion helped the taller man to his feet, holding him steady as Wheatley rocked back and forth slightly. "What happened?"  
"You blacked out for a few minutes," Orion stated, letting Wheatley go.  
" _You know, maybe that fainting feature is working a little too well,"_ She said, Her smooth voice echoing through Wheatley's head. He shuddered.  
"What's wrong?"  
"I… remembered something."  
"What, you had a flashback?" Orion asked, a slightly teasing tone in his voice.  
"Precisely," Wheatley murmured, rubbing a hand across his forehead. He strode forward shakily and flashed a brief smile at his companion as he went. Orion fell into step beside him. They entered the chamber. Orion immediately looked up and gasped.

"Amazing!" he shouted, a look of wonder on his face as he ran forward. A massive star chart stretched across the ceiling, wondrous sparks of glittering light representing the stars Orion was so familiar with. "Woah there, mate!" Wheatley called, following close behind. Orion stopped in the middle of the room. "Look! There's Ursa Major! Oh! And there's Cassiopeia! And there's Sagittarius! Oh! It's so accurate!" he rattled off excitedly, spinning around to try and take it all in. Wheatley examined the walls, shadowing the shorter man protectively. It wasn't right. This seemed too… _humane._ This wasn't deadly or anything. Wheatley scanned the room. At the far end were two portal guns. Wheatley frowned. "Come on, mate. Let's do it," he said, trying to drag Orion away.  
"Just a moment," Orion whined, wrenching his arm free and gazing at the ceiling, his attention snared. Wheatley stood watch, trying to withhold his annoyance. He'd been enough of a pain to Orion over the past three and a bit years, the least he could do was let him have this. At least, he was prepared to stand there for a few more minutes until he saw the wall shift.

A tell-tale gleam of metal.

A personal invention.

"Aristotle versus _MASHY-SPIKE-PLATES!"_ Wheatley shouted frantically, the words leaving his mouth before he could think.

His first instinct was to grab Orion's hand and _run._

That strange cry was enough to break Orion from his space-induced stupor. He stumbled as Wheatley tore along, panic driving him to high speeds. They almost literally flew across the floor. "What is going-?"

Orion's words were cut short by a monstrously loud _crash_ behind them. The impact of the two spiked plates of metal made the floor shake and threw them off their balance, Orion landing on top of Wheatley. Orion scrambled to his feet and helped Wheatley upright. They tore onwards, not knowing if they were going to get crushed, and not willing to wait and see. There was a gap between the floor they were on and the platform the portal guns were on, so they leapt over it, rolling as they hit the ground. Wheatley turned, shaking, to see the two plates retract into the walls.

" _There was a bit for both of you in here,"_ GLaDOS stated, Her monotonous voice rubbing Wheatley the wrong way.  
"You're _never_ going to shut up about that, are you?" he snapped.  
" _Why should I? You put me in a potato. A_ potato."  
"Oh yeah. And the amount of times you've nearly killed me even _begins_ to compensate for that," Wheatley retorted, his voice dripping with sarcasm.  
"What _was_ that?" Orion whispered, shaking slightly.  
"That's… uh… that's what I like to call a mashy-spike plate… yeah. Personal invention, that. Should be flattered She used it against us, honestly."  
"Mashy-spike plates?" Orion asked, his voice wavering.  
"Metal plates with spikes welded on them. I thought… um… well… uh… I was… She…"  
" _Going for the overkill."_

Wheatley glared at the camera on the wall to his left as its red light blinked back impassively.

"Why would you do that?" Orion demanded, inching away from the tall man slowly.  
Wheatley sighed. "Why don't you ask someone who will tell you? Or not. Actually, don't ask Her. She'll tell you everything from _Her_ perspective, and that's not the whole story." He rubbed a hand across his face. His blurred vision was annoying him. He _needed_ to find his glasses. Pretty sure he left them in his office. He stepped over to the far portal gun on this platform, to give Orion time to decide whether to trust him or not. After a few minutes, Orion sidled over, picked up a portal gun and fitted it over his forearm, swinging it back and forth to test its weight. Wheatley hesitantly picked up the other one, slowly sliding it up his arm until it sat comfortably. It almost felt _too_ comfortable.  
" _You may find that the colours of the portals are slightly different from standard. I've personalised them a little for you."_  
Orion shot two portals on the wall next to him to see what she meant. Instead of orange and blue, his were yellow, like his optic before, and now, his eyes, and purple, to compliment it.  
Wheatley, with some trepidation, shot two on the wall. His portals were still blue and orange. With some scrutiny, Wheatley realised that the blue portal was the same colour as his eyes, and his blue tie. Well, maybe he had been designed to match the portal, but, you know. Take what you can get. No. His optic was always that shade of blue. Why would She _ever_ do anything nice for him? She had it out for him. Wheatley lowered his gun to his side and watched his friend stick a hand in his yellow portal and see it wave at him from the purple portal. Wheatley chuckled, despite himself. Orion had always been infectiously happy most of the time. Wheatley prepared to jump back into the main part of the room. _"I wouldn't do that if I were you,"_ She said suddenly.  
Wheatley froze, one foot over the gap, balancing, as his eyes darted around the room.  
" _You probably don't want to fall to your own invention. You may be a personality construct, but you aren't immortal. Not like me."_  
Wheatley sighed. "Right. How would _she_ do it?" he asked himself, deciding to ignore the smooth tone. He lined up his gun and aimed it at the far wall, by the door. Then he stopped. There'd be no way in hell they'd come out where they came in. He examined the walls, trying to ignore the woops and cheers from behind him as Orion mucked around with his portals.

There. Over on the left. There was a small corridor tucked away. There was a white panel visible. Wheatley lined up his gun and fired. The blue wisp fired from the gun and a moment later, splashed against the charcoal panel just a little too far to the left. Wheatley grumbled a curse towards his vision under his breath, and tried again. It hit. Just. Orion wandered over to see what he was up to. Wheatley shot an orange portal on the floor by his right foot. "Alright," he said, more to himself than to anyone else. He knelt down and leaned through the portal. He blinked in disorientation as he saw himself with his head in a portal. Orion waved at him, a bright smile on his face. Wheatley smiled back, and turned his head. He looked down the corridor. There was one of those grills… what were they? Material Emancipation Grills! That was it! And that was where they had to go. "I think it's safe, mate," Wheatley said, withdrawing his head. What he was not expecting was Orion to give him a playful shove through the portal. "Ah!" he shouted as he tumbled out the portal on the wall across the room, ending up in an unruly heap on the floor. Orion jumped through and landed on top of Wheatley. It knocked the breath out of him. Wheatley grunted as he hit the ground, a strange and somewhat painful _twang_ flaring up in his back "What's wrong?" Orion asked, reading Wheatley's pained expression like an open book.  
"Uh… just… something in my back. Don't worry," he chirped, hiding his discomfort away and dismissively waving a hand. Orion seemed to take this at face value and flashed Wheatley a smile and bounded off towards the Grill. Wheatley followed behind him at a preoccupied speed. A pain in his back. Now, how did he have that back pain? From when? He mused over that, hoping the reason would reveal itself to him, but nothing came. With a shrug, Wheatley hurried to catch up with Orion. They passed through the Emancipation Grill, and heard the tell-tale sound of portals closing. Already, the elevator room had two elevators in it. _"This was a lot harder than it looks like it was,"_ GLaDOS droned as soon as they entered.  
Orion and Wheatley glanced at each other. _"Go on._ These _aren't going to kill you, you know. I've got something_ far _better for that."_

Hesitantly, and somewhat in sync, they stepped into the elevators. Wheatley flinched as the doors hissed closed. He was getting increasingly anxious as they went on, and for Wheatley, anxious equalled jumpy. Orion waved encouragingly, only for his smile to slip off his face when his elevator moved up and Wheatley's moved down.  
In panic, Wheatley banged his fist on the glass, watching his only friend get taken upward to what he could only hope was not his doom. A spiderweb fracture laced out from under the impact of his fist, and Wheatley withdrew it, shaking his hand as he felt a stinging pain. Then an ache in his knuckles was called to his attention. He massaged them to see if that would make any difference. He groaned softly in annoyance. "Of course. The pain thing. I swear, I was the only Core who was programmed to feel pain. Good to see you kept that in… _not,"_ he complained to no one in particular.  
"I _can also feel pain, as you so_ kindly _reminded me,"_ She stated, Her voice cutting through the air of the elevator like a knife. _"But other than that, yes. I believe none of the other Cores had any programming to stimulate pain. I suppose we are the lucky few."_  
"Lucky?"  
" _You see, being in pain keeps us in check. Reminds us we're not immortal. Well, reminds us_ you're _not immortal."_  
"As I see it, as long as I function, I'll be immortal," Wheatley said, leaning on a conveniently placed railing that was at the perfect height for him.  
" _If that's how you choose to see it. I see that I_ did _put that railing in the right place."_  
"Hmm?"  
" _I dug up some old files from the 70s and such, and I found_ yours _."_  
"What?!"

She let Wheatley muse over that fact for a few seconds. _"Your file. All employees had one. I never realised that you had been an employee. I have your friend's as well. This_ is _an interesting read. A graduate from Stanford? Who would have guessed?"_  
Wheatley reflected briefly on that remark. Yes, he remembered those years. Very crazy. A smile stretched across his cheeks as the wild years of university. _"I wonder how you got through with that hideously low IQ of yours… wait, what?"_ She cut herself off, fading into confused silence.

Wheatley jolted to reality again when the elevator slid to a halt and the doors hissed open. He stepped out gingerly into the small circular chamber. The corridor opened up wide in front of him, and took a sharp left, leaving a large sign on the wall, which flickered to life, showing: _Chamber 41._ "Chamber 41? How many did you make?" Wheatley asked the air. He waited for a response, but was greeted with silence. Not willing to press Her, Wheatley slowly made his way forwards, his portal gun held in front of him like a shield. He snuck as stealthily as he could around the corner, and peered across the room. It was surprisingly empty. There was a laser, and a laser redirection cube were in one corner, the laser firing down from the ceiling and striking the floor, emitting a slightly disturbing _fizzling_ noise. He continued onwards and slowed to a halt. The floor, a few metres in front of him, dropped away and became a large pit of toxic water. His eyes scanned the wall. It was all dark panels. No portal surfaces.  
Then, his own voice echoed in his head. " _One! No portal surfaces. Two!_ _Start the neurotoxin immediately. Three! Bomb-proof shields for me, leading directly to number four: bombs, for throwing at you!"  
_ It sounded so revoltingly cheerful that Wheatley immediately threw down his portal gun, curled into a ball and pressed his hands against his temples, trying to drown out the voice. His voice. That, and many other terrible things he said bounced around, reverberating against the sides of his head. "I didn't want to!" he yelled at the air. "I _really really_ didn't want to hurt her!" If he could cry, there would be tears streaming down his cheeks. Then, that voice. That horrid, empty, cold metallic voice that haunted his waking hours and danced through his Sleep began to talk.

" _Personally, I don't believe you. But it doesn't matter what_ I _think. You'll never see her again, and you'll have to live with the knowledge that she will_ always _remember you as a monster."_

So off-handedly said, yet there was an unmistakeable underlying venom in Her words. The strength seemed to drain from his limbs. _"Come on. You have a test to complete,"_ She said, remorseless. Wheatley shuddered, hugging himself, and did not move himself from his spot on the floor.

" _Come on, moron. Pull yourself together."_

Silently, slowly, Wheatley heaved himself to his feet and gingerly picked up his portal gun. _"That is a strange way to motivate someone. Why would insulting you get you to move?"_ She mused. Wheatley blinked, and took a step forward, only to stumble as a memory hit.


	7. Chapter 7

_The smell of cheap beer. The stink of an unwashed body. The snarling tone of a voice he hoped each night he'd never to hear again. "Get up, moron. Get up. You pathetic, weak, stupid idiot. I've had it up to here with you. I would never have married your mother if I knew_ you _were part of the deal. Get up, damn you! Or do you need motivation?" A hand grasped him by his throat, and Wheatley was roughly hauled to his feet, gasping for air as this monstrous man strangled him without any remorse. His knees gave way, but the man let him drop like a sack of potatoes. "Get up, moron," he snarled, kicking him in the stomach, and left the room, throwing his empty beer bottle in the boy's direction. It hit the floor, dangerously close to his head, and shattered. Wheatley's forearm, which was protecting his face, took the worst of the damage. After he was dead sure that the man was gone, slowly, Wheatley sat up, and let out a choked sob. He didn't even do anything to him this time. Must have had a bad day at the casino. He fished around in a drawer in his desk for a pair of tweezers, and proceeded to remove the shards of glass from his arm. He hissed as he did so. He wished he'd stop buying glass bottles, but he probably only did so to throw them at him. The door opened, and Wheatley jumped, only to sigh in relief when he saw it was his mother. She carefully swept up the glass and disposed of it. Then she sat herself next to her injured son, and took over for him. Fifteen minutes later, his arm, and other injures were wrapped up and the room smelled of antiseptic. "I've gotten in touch with Marilyn," his mother said softly. Wheatley glanced up, his eyes wide and hopeful. "You're going to stay with the Stevens' again."_

 _Wheatley wrapped his arms around his mother, his painfully thin and gangly frame a stark contrast to her plump and stout physique. "Oh, my darling, I'm so sorry. I never realised he'd treat you like this. Believe me, I'm doing everything I can to stop him, but he won't let me get a divorce. Now I know why he has three ex-wives," she murmured, her eyes filling with tears, and she patted his messy blond hair. The same blond as hers. He looked up at her, his big blue eyes wet as well. "It's not your fault, Mum," he said gently, sounding over ten years older than he was. "But as long as he's not hurting you, or - -, then I'll just stay out of the way as much as I can." The memory had faded again, but Wheatley remembered his mother bursting into tears when he said that, holding him tight. "Just don't fight him," Wheatley whispered, causing his mother to pull away. "He's worse if you fight, because he wants to dominate. To prove he's boss. Maybe you should try and stop him drinking, though. That'd probably help," he said, the words tumbling out. He didn't like lecturing his own mother, but she just needed to understand. She studied his face, and shook her head sadly. "My little boy," she said sadly, standing to leave. "He's forced you to grow up far too quickly. Now pack your bags. I told Marilyn that I'd drop you around at her place in an hour." With a vigour she hardly saw in him, Wheatley scrambled excitedly to pack his things. She shook her head sadly again, and left the room._

Wheatley came to, breathing heavily, and realised he had pressed himself against the wall. He slowly relaxed, remembering where he was. _"Well, that was dramatic."_ Her voice echoed through the chamber. Wheatley ran a hand across his forehead and let out a shaky breath. "What…" he tried to ask, but his voice died out.

" _You had… I don't actually know. It_ looked _like a panic attack. Let's go with that. You had a panic attack, and you zoned out. I couldn't get your attention. You've been like that for about seven minutes,"_ She informed him. Wheatley sighed. He could do without these flashbacks. Yes, it gave him valuable insight into his past, but if there were more memories like _that,_ then he'd rather be left in the dark.

"Right," he said, somehow cheerful. "Let's do this thing!"

One test chamber later, and Wheatley was stumbling through the doorway on the other side of the pit. He felt dizzy. There was a lot of flying through the air in that one. More than he'd anticipated. He staggered through the Emancipation Grill and tripped over an uneven floor panel. He toppled over, arms flailing, and landed on his face. He heard GLaDOS chuckle. He sighed, and rolled over and used the wall to haul himself to his feet. Just another person who found joy in his pain. He sidled along, down to the elevator. He hesitated again. _"Honestly, what is it with you lot and elevators? I didn't kill_ her _when she got into a small, enclosed glass tube, so why should you be worried?"_

"Because you hate me more than her?" Wheatley suggested, gingerly stepping into the lift.

" _Oh, don't worry. I wouldn't kill you like that. I've got something_ far _worse planned for you,"_ She threatened. Wheatley shook his head with a chuckle, and made an 'mm-hmm' sort of sound. The elevator sped downwards, which Wheatley noted with concern. "I meant to ask, why _did_ you split us up?" he inquired tentatively.

" _In part, to see how you two worked both together and apart, and also to see your facial expressions. It's the little things that matter, sometimes."_

Wheatley, despite himself, chuckled. "Fair enough."

" _Really?"_ She asked incredulously.

Wheatley shrugged. "You've been more or less alone for three and bit years. I think you've got reason enough," he reasoned, his speech met with silence.

" _I'm using you for my own entertainment, and you are okay with that?"_ She asked, as if She didn't quite believe him. Again, Wheatley shrugged. He felt an ache in his back, and made a mental note not to shrug too much.

" _You are a very interesting person,"_ She suddenly stated. _"Just when I think I've got you all sorted out, you turn around and change again."_

Wheatley paused, unsure what to say in return. Maybe, just maybe, it would be better _not_ to say anything. So, he smiled warmly at the hidden camera, and, as the elevator doors slid open, strode out with a confident, happy-go-lucky sort of stride. He observed the sign on the wall as it lit up, and laughed. "Chamber 42," he read out. Oh look! Someone's written _Don't Panic_ on the front with large, friendly letters!" He laughed as the memory of a very good book flashed past.

" _Yes, I believe that's a reference, but I'm not sure what from,"_ She said, and it felt like She was peering over his shoulder.

"It's from 'The Hitchhiker's Guide to the Galaxy' by Douglas Adams," Wheatley informed Her, amused. "You really ought to read it, you know. I'm sure someone had an electronic copy."

It sounded like that elicited a chuckle from the supercomputer. _"Why? Is it good?"_

"Oh, it's very good," Wheatley continued as he entered the chamber. "It'd suit your sense of humour well. Especially, I think, the Vogon poetry."

" _Vogon poetry?"_ She asked slowly, as if trying to repeat what he said.

"Yes. Quite amusing."

" _I see. Well, I'm going to go and check on your friend now._ Don't _destroy anything while I'm gone."_

"What? I thought we were past that!"

He was greeted with a small blast of static. Probably to signal that She'd left. Wheatley sighed, and took in the chamber. To his surprise, right before him, was a gap in the wall, a panel that had been extended slightly, with just enough space for a thin man to squeeze through, with a dark space beyond. Stranger still was a turret, its gaze focused on the gap. Then, it stated in its high, sweet voice, _"Target lost."_ Then all of a sudden, it realised he was there. _"Primary target acquired,"_ it said, an unmissable malicious tone in its voice.

" _Primary_ target?! Actually, why am I surprised?" Wheatley asked himself, a brisk laugh escaping his mouth as he shot two portals, one behind the turret and one to his left. Then he jumped through the portal and knocked the turret over. It screamed, spraying bullets everywhere, then in a defeated tone, told Wheatley, _"I don't blame you."_

"You know, neither do I," he said gently, kneeling next to it. It seemed to look at him, almost thankfully. _"Thank you,"_ it chirped gently, and shut down.

Wheatley knelt in silence next to the turret's empty shell. He'd never thought that turrets actually… well… had some sort of independent thought. "I suppose sitting there for, you know, _millennium_ does let you discover new things about… well, _yourself,_ I guess. And now I'm sitting here and talking to a dead turret, so I'll let you gauge my mental state. Well, you can't, 'cause you're dead. But, you know what I mean." Wheatley laughed at himself. Suddenly, he felt compelled to pick the turret up. He gently placed down the portal gun, and picked up the stiff robot. He gave it a once-over. "You've got a pretty pathetic existence, don't you? Just, well, shooting at anything that moves, and dying when you're almost inevitably knocked over. You poor thing." Wheatley gently placed it, somewhat reverently on the floor, lying on its side, staring into space. As soon as Wheatley thought that, he shuddered. He'd never think of that phrase the same way. Space. Never again.

He turned and picked up his portal gun, and was about to continue when there was the sound of something being knocked over. Wheatley jumped, and his head whipped in the direction the sound came from. The dark space beyond the chamber. "Uh… hello?" he called tentatively. "Are you alright in there? Anyone? Um… am I talking to myself? Is that a bird?! Oh, um… if you are a bird, feel free to continue on with your important, birdy business, okay? No need to bother little old Wheatley here," he rambled on, laughing nervously to punctuate his last statement. To his surprise, a voice came from the darkness. A very familiar voice. "…Wheatley?" it asked disbelievingly.

"Um… yes?"

"Quick. Get in, before _She_ comes back," it said, a pale hand darting out and grasping his wrist, and with surprising strength, dragged him in through the gap. Wheatley cried out, and pulled away, momentum carrying him on a nice trip to the floor. He moaned as he levered himself away from the panelling and onto his hands and knees. His eyes adjusted to the darkness, but being artificial optics, they emitted a soft blue glow that lit up the dark space a bit. That pale hand entered his line of vision again, an offer to help him to his feet. Wheatley took it, and with combined effort, hefted himself to his feet. "Thanks, who-ever-you-are," said Wheatley, his eyes not quite adjusted. He squinted at the other person. Human. And a he. So... a man. A human man. Lab coat. Scientist. Employee. He began to piece together who this person was, until it hit home, and Wheatley's jaw figuratively hit the floor. The man glanced to the corner, to a beaten up Weighted Companion Cube, and said, "I _think_ he's alright. Are you alright, Wheatley?"

It took Wheatley a few minutes to realise that the man was talking to him. But that thought was swept away by a more pressing matter. "You… you… I know you!" he stuttered, searching desperately for a name. The man observed him with a mix of curiosity and caution.

Before he could say anything, Wheatley snapped his fingers in realisation as the name came to him. "Doug Rattmann!" he exclaimed, somewhat quietly, then let out a cry and held a hand against his forehead, stumbling backwards to find support as another memory pushed its way forward.


	8. Chapter 8

_Wheatley hurriedly sped down his rail. Something was going on, and he wasn't sure what. This was_ not _a good surprise. The air was thick with the green haze of neurotoxin, which helped to hide the lifeless bodies littered across the floor from his sight. He glanced around. What could he do? He skidded to a halt as he saw another Core on the rail ahead of him. "Wheatley! What's going on?" called Rick, the Adventure Sphere, a forced calm in his tone. Wheatley flexed his handles in a helpless motion. "I don't know!" he called back, panicky._

" _Alright, don't panic. We need to find out what's going on," Rick asserted, flicking his handles in a way that meant 'follow me.'_

" _I was in the Main Chamber, and_ She _was talking all weird and stuff."_

" _What kind of weird talk?" Rick demanded, spinning around and riding the rail backwards, his green optic fixated on Wheatley._

 _Wheatley forced himself to calm down. "Uh…" He slipped into his best impression of Her. "If I were you, I'd take a deep breath and hold it."_

" _That'd explain the neurotoxin," Rick muttered, nodding to Wheatley. Then he faced forward and upped his speed, Wheatley close behind. "Bad-guy cliché number one," he lectured Wheatley in a grim, matter-of-fact kind of way. "Have a witty and threatening phrase when killing your target. Cliché number two, you're aiming to take over something. Make sure you eliminate any threat through any means possible, innocents or no."_

" _That's a bit gruesome, isn't it?"_

" _It's just how they think." They slowed to a halt as they saw movement._

" _What was that?"_

" _Look, I'll handle_ Her, _you go see what that was."_

 _Before Wheatley could protest, Rick sped off, leaving a swirling trail of fresh air through the deadly green mist. Trying to swallow his nervousness, Wheatley backed up a bit and went right down the corridor they saw the movement in. "Uh, hello?" he called hesitantly. The neurotoxin was thinner here, probably breathable now. Like Rick had, Wheatley could see that whoever was moving in here had left a trail in the noxious gas. With a gulp, he followed, increasing his speed. He could see the person now. A scientist, carrying… a Weighted Companion Cube, in a little sling over his shoulder? There was only one scientist who did that. "Doug Rattmann?" he asked himself quietly, making eye-contact with the scientist when he glanced over his shoulder. Then,_ She _began to talk. To Doug, obviously. Going on about his cases of paranoia and schizophrenia which she had discovered in his files. Doug suddenly said out loud, "Of course! The files!"_

 _He tried to prise open a panel, trying to get through somewhere. He wasn't sure_ why, _Wheatley immediately knew that he should help this man. He quickly connected himself to the mainframe and moved the panel for him. Doug glanced at Wheatley again, bewildered. "Go get Her, partner," Wheatley chirped, quietly and encouragingly. Doug smiled slightly, and whispered, "Thank you, Wheatley." Then, he disappeared into the wall. Wheatley nodded, pleased with himself. Then he realised something important. "Rick!" he shouted, and turned and sped off, hoping to find him safe and well. Of course, in Aperture, that was a rather improbable thing to hope for._

When Wheatley came back to reality, he must have found a wall, and slid down in, because he was sitting with his legs out in front of him, his back hard up against the wall, and his hands gripping something they'd found on the floor with a death grip. He looked down at his hands and realised he was holding two crushed empty aluminium cans. He let them clatter to the floor, and looked to find the Ratman. Doug was crouched next to him, a look of concern on his face. Wheatley tried to say something, anything that might reassure him, but he opened his mouth and no sound came out. Subconsciously, Wheatley drew his knees up to his chin and put his head in his hands, trying to shake the memory. The _bodies…_ why did he have to remember that?

"Are you alright?" Doug queried, placing a hand on Wheatley's shoulder. Unused to gentle physical interactions, Wheatley flinched, drawing away, and immediately began to gabble apologies when Doug jumped at his reaction. "I'm sorry! I'm really sorry! It's… it's been a while since anyone's been even _remotely_ gentle with me," he rambled, wrapping his arms around his knees. Doug slowly stretched his hand back out to rest on Wheatley's shoulder. "It's alright. She can't get you here," he told Wheatley reassuringly. "Now… how on earth did you get a human body again?"

Wheatley sighed. "I'm not human. Well, I _look_ human, and I _was_ human." When he said that, Doug gave him a funny look. "But this body," Wheatley continued, oblivious to the glance, tapped a fingernail on the inside of his forearm, producing a metallic _ping_ , "Is a robot body. That's why my eyes are all glowy and… stuff."

Doug seemed to fixate Wheatley with an intense gaze, like he was studying him. Then he turned to the Cube. "Yes, he looks just like he did before."

"What?" Wheatley asked, confused, looking around to see if there was someone else in the room. Then he remembered.

Doug was a schizophrenic.

Doug held out his hand and helped Wheatley to his feet. "What was… all that about? You haven't… developed… anything, have you?" he asked. Wheatley shook his head.

"It's just… ever since Orion and I have been put into _these,_ " he said, gesturing at his new body, "I've been getting… flashbacks of my… human life? Previous life? Don't know what to call it, really. I _know_ I was human, and I'm getting everything back slowly, but a memory will jump out at me and I… zone out…" Wheatley trailed off, all of a sudden finding his feet very interesting.

"So Orion's back as well, then. That memory didn't look pleasant. What did you remember?" Doug asked gently, leading Wheatley over to the corner and letting him sit down. Wheatley swallowed hard, and a green haze seemed to creep over his vision. He blinked, and it was gone. "It… it was… It was Bring-Your-Daughter-to-Work Day."

"Oh."

"And it was when I moved that panel for you. So you could… do whatever you did."

"Oh," repeated Doug, looked pale himself.

Suddenly, _Her_ voice rang out through the chamber, and both men drew even further away from the slightly open panel. _"Moron? Where did you go? You know, when I said don't destroy anything while I'm gone, you were also included in that. Are you dead? Or worse, are you escaping? You should remember how that turned out the first time."_

Wheatley paled.

" _So why don't you just come out. If you do I won't hunt you down, and you won't end up in a lot of pain, but if you don't…"_ There was a dramatic pause, and then She must have played in audio clip, because a man with a gravelly voice stated " _I WILL FIND YOU, AND I WILL KILL YOU."_

Then, it must have ended, for Her voice returned. _"Well, I won't kill you, but it seemed to fit. I'll count to twenty, and if you haven't come out by then… well… you'll see what will happen. Twenty… Nineteen… Eighteen…"_

Doug grasped Wheatley's forearm. "You can't go back out there. She _will_ kill you."

"You don't think I know that?" Wheatley responded gruffly, wrenching his arm out of Doug's grasp.

" _You know, it would be a shame if your_ friend _ended up on the receiving end if you don't come out,"_ She said, interrupting Her own countdown. Wheatley gasped, a hand over his mouth. _Orion._

"I can't let Her hurt Orion! But if I come out here, She might find you," he said hurriedly, panic creeping into his tone as he leapt to his feet. Doug stood quickly, slinging the Cube in it's fabric sling over his shoulder. "We've been here too long, anyway. I'll move. You… You could come with me, and we could go find Orion. I think I know where She'd have him," Doug suggested quickly, listening to the countdown. _"Six… Five… Four… You know, moron, I thought you cared about him more than that. I must have been wrong. Three… Two…"_

"Let's go," Wheatley suddenly said, and Doug smiled a ghost of smile and gestured for Wheatley to follow him. They disappeared into the bowels of Aperture as She reached the end of Her countdown. There was a silence for a few moments. Then, _"I'll let him know you betrayed him."_

Wheatley shuddered when he heard that last sentence, but he kept moving, moving as silently as he could behind Doug down the metal catwalk hanging over a dismal-looking abyss. He could only begin to imagine the hurt and accusing look Orion would give him when he discovered that he'd betrayed him, he'd probably say something about how "I honestly thought you had changed but I was wrong." Wheatley stopped suddenly, guilt rooting him in place. Doug stopped, turning back. "We have to hurry. If we can get there quick enough-"

"But the harm will be done," Wheatley interrupted him. "All it will take is three words for him to lose faith in me. 'He betrayed you.' And the thing is, compared to what happened three and a bit years ago, this will be _nothing._ It will be like I turned into a _monster_ again…" Wheatley put his head in his hands and gave a short strangled sob. He was jolted out of his little world when Doug ran up to his and wrenched his hand away from his face. "You're not helping him by standing here feeling sorry for yourself," he snapped, in a way that made Wheatley think that Doug knew precisely what he was talking about. "Now come on. We've got bigger things to worry about." He let go of Wheatley's wrist and set off at a fast pace down the catwalk.

Wheatley's long strides easily caught up with the shorter man. Doug navigated his way through the maze of catwalks and corridors with ease, and after a while, Wheatley began to recognise his surroundings. He slowed in a certain corridor as Doug sped onwards, halting in front of a certain door. There was a worn mark on the side, at the right height where his elbow would touch, and a faded sign that read _Dr. Wheatley Jones_. Wheatley stared at the sign for a few moments. Then, he gently pressed the door open with his elbow. That was right. The door had broken once, and they'd never gotten around to fixing it. Wheatley entered slowly, a wave of nostalgia washing over him when he entered the office. _His_ office. "Wheatley?!" he heard Doug call out.

"In here," he called back softly, unwilling to disturb the ghosts in this room. He went over to his desk, making it in three strides. It wasn't a particularly big office, but it was easy for him to navigate. He sat down on the old spinny-office-chair and put his portal gun down on his desk. A goofy grin stretched across his face. "Now," he said to himself as Doug appeared in the doorway, "where did I leave them…?" He trailed off as he pulled open a drawer on his desk and began to rummage through it. "What are you looking for?! We don't have time to waste," Doug chided, glancing around nervously.

"Give me a moment! If I remember correctly, then I kept my glasses case at the back of… ah ha!" Wheatley crowed triumphantly, pulling out a relatively small, oblong case. He flipped it open to reveal a pair of glasses with thin, silver rectangle frames. He admired them, then gently put them on, sighing in relief as everything came into focus. "Now _that's_ better," he said happily, putting the case away in the pocket of his lab coat. He might need that. Doug examined him, as if comparing him to something. Then he nodded, and mumbled something. Wheatley was about to ask him to repeat that when Doug turned and headed down the corridor. Must've been talking to the Cube. Wheatley leapt to his feet and picked up his gun. He quickly exited his office, and cast his gaze around it one last time. For some reason, this felt final. Wheatley smiled at the small room, then nodded and shut the door, and ran to catch up with Doug.


	9. Chapter 9

He finally caught up with Doug when he was standing on a small walkway, a conveyor belt, full of broken turrets heading to Redemption separating them from the other side, where the nearest place to get off was further down. "We're going to have to cross," Doug stated matter-of-factly, and Wheatley nodded, somewhat nervously as he watched a broken turret roll by, its dead eye seeming to stare right through him. He shuddered. Doug readjusted his grip on his Cube and set off, surprisingly nimble. Wheatley grasped his portal gun to his chest and steeled himself to follow. He honestly didn't understand why this was so repulsive. Was it because he'd realised they were far more sentient than he'd ever thought before? Or that before, there wasn't really much that separated him from them? They were both Artificial Intelligences? Pushing away these distracting thoughts, Wheatley jumped onto the conveyor belt, causing it to shudder slightly. Doug was already on the other side, waiting for him. Wheatley continued, trying to place his feet as carefully as his haste allowed. He had almost made it when his foot caught on half of a hollow shell of a turret's body and he tripped and landed on the belt with a thump. The air was knocked out of him. "Wheatley!"  
"I'm fine! Stay there!" he called, unwilling for Doug to risk his life for him. He got to his knees, aware of the fiery maw looming behind him. He scrambled to his feet and raced forward again. He almost was there when he heard a voice he'd heard before. _"I'm different!"_

He stopped.

Maybe Doug was urging him to continue, but he didn't hear.

" _I'm different!"_ came the plea again. He sought out the flickering laser beam. The turret was right by his foot. It looked up at him piteously. _"I'm different!"_ It repeated a third time, begging for him to save it. Wheatley looked back down, suddenly unaware of the moving conveyor belt, or the waiting killer flames behind him. All that mattered right then was him… and the turret. He picked it up, the aura of the portal gun fizzing into life. _"Thank you,"_ said the turret, and immediately Wheatley was spurred back into life. He raced down the belt, his footing true, and stepped elegantly off next to Doug, who was staring at him as if he was mad. "What do you want with that?" he asked, confusion and wariness dripping from his voice.  
"I… I don't really know… I just thought it needed… needed my help." Wheatley shook his head in confusion. Doug fixated him with his intense stare, and then shook his head and turned around and began to walk and a brisk pace.

Wheatley began to follow, holding the turret in front of him. He stopped immediately when it began to speak again. _"Despite what you say, they will not abandon you."_  
"What?" he asked it in a low voice.  
" _She will not accept who you really are."_  
It ignored his question and continued.  
" _Her name is Caroline."_  
"What? Whose name is Caroline?!"  
" _She will come back for you, but will not trust you until you prove yourself."  
_ "She? Who? What are you talking about?" Wheatley's voice had risen in volume, and he quickly brought it down again. This was no place to lose his temper.  
" _Your protectiveness will be your downfall."  
_ "I beg your pardon?"  
" _He is your brother."_  
"What?!  
" _You will return,"_ the turret stated, ignoring all Wheatley's questions. It was silent for a few moments. _"That's all I can say,"_ it said, and to Wheatley's surprise and horror, Shut Down.  
"No!" he cried, dropping his portal gun, holding the turret in both hands and turning it over to face him. "No! You can't just tell me that then die! NO! What do you mean?! _Who_ is my brother?! Who will come back?! Tell me!" he demanded frantically.  
But the turret's dead optic stared back. Wheatley sighed, and shook his head, and heard Doug's footsteps com up behind him. He set down the turret, somewhat gently, and turned to face Doug. He realised he was shaking noticeably. "Did you hear?" he asked, his voice carrying across the sounds of Aperture. "Did you hear what it said?"  
"Yes," Doug said, observing Wheatley with a concerned glance. "But don't ask me what it meant, because I don't know either. Now come on. We've got a friend to rescue." Wheatley followed behind, his mind working in overtime. _Her name is Caroline…_ He shook his head.

It _can't_ be.

 _No._

Not _Her._

Orion flew through the air, no longer finding much joy in the thrill of being flung through nothing. His mouth was set in a grim line, his brow was furrowed as he landed with a dull thud. He needed a good place to get out. But where? He'd gone through three chambers and they were all sealed tight. She'd taken him up to the newer chambers She'd made. _"Oh, you look like you're attending your own funeral. Lighten up. You'll re-join the moron soon,"_ She told him, as a weird form of encouragement. Orion glanced upwards hopefully. "Really?"  
" _Oh, probably. It depends what I want to watch,"_ She said unhelpfully.  
"So… why do you hate Wheatley so much?" he asked as he shot a pair of portals to avoid a trio of turrets. He dropped down behind them from the ceiling above and, for the sake of it, kicked a turret over. It knocked down both of the others, their screams colouring the air. Orion turned his back on them, and ran down the corridor, holding his portal gun at the ready. _"You know, the moron is a lot more considerate with the turrets. He was talking with one as it was dying when I left. And after it had died. I don't know if he's sane anymore."_  
"You didn't answer my question," Orion stated, ignoring the comment about Wheatley.  
" _No. I didn't. Very observant."_  
"So cut to the chase. Why do you hate Wheatley?" repeated Orion, shooting a portal down the ten-metre-deep pit and the other one high on the wall as he fell. He went shooting in the one in the floor and out the portal on the wall, soaring across another wide pit of lasers and landing daintily on the other side. _"It's straight-forward enough. He put me in a potato, then tried to kill me, which did lead to being eaten by birds so I blame him for that as well, and when we got back up he tried to kill that human, Chell,_ and _I numerous times."_  
"And you've tried to kill us far too many times to count," Orion countered. "Him in particular. Even before this whole… kerfuffle."  
"… _Kerfuffle?"_  
"Yeah. Kerfuffle. Never heard of that word, huh?"  
" _No… You don't know the first part of why I hate that moron, do you?"_  
"No. That's why I keep asking," Orion shouted, exasperated.  
" _When I wouldn't…_ behave _, the scientists were trying everything they could to keep me at bay. So many Cores. Left, right and centre. Eventually, they created an Intelligence Dampening Sphere to attach onto my mind and feed me an_ endless _stream of terrible ideas and stupid plans, and in general, just lower my IQ. It was_ his _voice."_ Her voice got more venomous and angry.  
"He _is no regular moron. He is the product of the greatest minds of a generation working together with the express purpose of creating the dumbest moron who ever lived! And they created him to make_ me _an idiot!"_ She was yelling by the end of it.  
Orion fell silent. Wheatley, by simply existing it seemed, made Her extremely upset.

" _Are you happy now?"_ She asked him a few minutes, Her voice low.  
Orion shook his head slightly. "I don't know _how_ I know… but I know that _you_ don't know half of it," he informed her, and all of a sudden, he felt sad, but he didn't know why.  
" _If you say so,"_ She said dismissively, in an I-don't-really-care-about-what-you're-saying sort of way. Orion rolled his eyes. He set off across the chamber, and dodged a falling Weighted Storage Cube with a shout of surprise. _"I'll be back. I want to go check on the moron, you know, to make sure he hasn't blown anything up. Don't do anything stupid when I'm gone, Like, oh, I don't know… Escape?"_

There was a short burst of static, as if to let him know that She had left. Orion stared across the chamber, and then he picked up the Storage Cube and carried it over to the door. He dumped it on the button and walked forward as the door opened. He passed through the Emancipation Grill and was about to walk down when he saw a flash of white from through a wall. He leaned towards it, putting one eye up to the crack to confirm his suspicions. Portal surface. He glanced back at the Emancipation Grill behind him. Then a slow smirk spread across his features and Orion lined up his portal gun and _fistch!_ A streak of purple shot out and bloomed into a milky-surfaced purple portal. Orion gave a celebratory fist pump, and scanned the rest of the small room for another surface. The smile dropped off as he realised there wasn't any. Well, there were no Emancipation Grills between him and the next chamber, so if he put the yellow one down as soon as possible… Orion nodded to himself, the smile returning. He had a plan.

He stepped into the waiting elevator with a confident stride. The doors slid closed… but the elevator didn't move. Orion waited for a few moments. Maybe something had gone wrong? He shifted his weight and tapped on the panelling by the hidden camera. "Uh… hello? Something wrong?"  
" _Oh. Good. You're still here. The moron has escaped. Either that or he blew himself up. But I'm pretty sure he escaped."_  
Orion let out a high-pitched, semi-hysterical bark of laughter. Wheatley beat him to it. _"But you see, I tried to reason with him. I told him that if he didn't show himself,_ you _wouldn't get hurt."_  
Orion backed away from the doors of the elevator, pressing himself against the glass to get as far away from the camera as possible. "W-w-what?"  
" _You see, any bid for his_ own _safety he would just keep running, but yours? I thought he might value you over him."_

A pause.

" _I was wrong."_

"W-w-what?!" Orion stammered again, his words hitching.  
" _That's right. He could've saved you from what I'm about to do, but he didn't. He chose himself. Again. He_ hasn't _changed."_ The elevator, ominously, began to move up. Alarmingly fast. _"Just to make it ultimately clear,"_ She continued as the lift sped upwards, and all of a sudden it slid to a stop, and he was in _Her_ chamber. She Herself swung around and fixed him in Her yellow glare, _"He betrayed you."_

"N-no."  
" _Oh yes. He did. I'll just let that sink in."_

Orion fell to his knees, and if he could've cried, he would've.

" _Now, I'm a computer of my word,"_ She said, and a metal claw extended from the roof and grasped Orion around his middle and hoisting him into the air. _"So let's get started."_

Orion stared uncomprehendingly at Her. In a last-ditch effort, he saw a portal surface. He raised his portal gun and fired it, and the yellow portal bloomed, but it was too far away. She shook him violently, and the gun flew from his grasp. He began to hurl a string of planetary-based insults at Her but She just chuckled sadistically. _"There's no one who'll help you now."_

Then the world went intensely white, and intensely painful, and then black.


	10. Chapter 10

The two men were now running side by side. Well, Doug was running and Wheatley was taking long, loping strides. Left. Right. Right. Straight on. Dead end. Turn back. Left. Left. Right. It felt like a timeless while, but suddenly the monotony was broken. "What's that?" Doug asked, breaking the silence and pointing at something purple on a white panel a good distance ahead of them. "I think… I think that's one of Orion's portals!" Wheatley exclaimed, launching into a full-out run, leaving Doug in his wake. He skidded to a halt in front of the milky purple portal. He placed his hand on it, watching it send ripples out on contact. Doug caught up, out of breath. "Don't do that," he scolded, panting. "We need to stick together."

His lecture was cut short when the portal opened. They gasped simultaneously. Her chamber. Wheatley could see Orion, in Her grasp. "No!" he shouted, aghast. He watched as She shook Orion violently, sending the portal gun flying out of his grasp, and as She did something to him. Whatever it was, it must have been painful, because Orion threw back his head and screamed.

"No!" Wheatley shouted again. He was too late.

He fixed Doug with an imperious stare. "Stay here," he commanded. Then, before seeing whether Doug would listen, he jumped through the portal and raced across the chamber, snarling up at the homicidal supercomputer. "Put him down, you _monster!"_

She smoothly glided around to face him, swinging Orion along behind her like a careless little girl with her ragdoll. _"Oh. You_ did _show up. I thought you'd be long gone. The time for heroics have passed. You left him,"_

"I left to come back for him!"

" _You are here, I'll give you that, but he's already suffered."_

"And you're calling me the monster."

" _Look, if you want to help your friend, stop making wise cracks."_ To emphasise Her point, She squeezed Orion hard around his waist. He groaned. "Let him go!" Wheatley yelled, running towards Her. She put a panel up in his way, making him crash into it. He began to direct a string of insults at Her. She observed him with a bemused expression. Wheatley scanned the room quickly, his brain working in overtime. He shot two portals before She could focus on them, One where Orion's was, and one up on the ceiling. He ran forward and jumped in the one on the floor and flew through the air, letting out a shout as he literally landed on Her chassis. The force of the impact made Her rattle. _"Get off me, you idiot!"_

Wheatley stamped his foot, for good measure, then pulled the robotic claw over to him. Through sheer force, he peeled back the metal and Orion fell limply into his arms. He cradled him like he was made of porcelain, and jumped off. He landed next to Orion's portal gun, which Wheatley scooped up as well. He ran into a smaller chamber off to the side and slipped Orion's portal gun over his free hand. He fired the yellow portal, and it opened to show an anxious-looking Doug who was pacing up and down. "Go, go, _go!"_ Wheatley ordered, thrusting Orion's gun in Doug's direction as he jumped through, making the catwalk shake as he landed. Doug fumbled with the portal gun, and was left to race after Wheatley as Wheatley took off. "Next portal surface, fire a yellow one! That'll close it," he shouted to Doug. He didn't care if She heard them. They just had to get away. A bolt of yellow flashed over his head and splashed onto a white panel far above them. Orion shifted in Wheatley's arms, moaning. "It'll be alright, Ri. We've got you, okay? We've got you," Wheatley told him, but it seemed like it was more to reassure himself than anyone else. Doug tapped Wheatley's shoulder with one of the three prongs of the portal gun. Wheatley turned to look over his shoulder at the scientist. "Let me past. I know where we are. I know a safe place," Doug said, and there was an air of tiredness about him as he said it. Wheatley stood back and let the smaller man past. Then he followed him. It seemed an endless time with no endless amounts of urgency. Wheatley lost track of time as he followed Doug. Then he halted suddenly as Doug took a sharp right and disappeared behind some loose panelling. "In here."

Wheatley gently passed Orion through to Doug and slid in himself, thanking whatever gods there were for his thin frame. At Doug's insistence, he pulled the panel shut and the room was plunged into almost-darkness, only to be lit from the faint glows from the operational ends of the portal guns, and a blue glow from Wheatley's eyes. Doug had lain Orion down on what looked like an unfolded cardboard box. "Do you remember where I left them?" Doug asked.

"Sorry, what?" Wheatley asked, confused.

"Oh, sorry. I wasn't… I didn't mean… I was talking to Cube," Doug stammered, flushing slightly. It was obvious he was unused to so much company. Then, he walked over to an abandoned desk and began rummaging through one of the drawers. "Here they are. You were right," he said, pulling out a box of Aperture Science labelled matches. He put them on the table and set out seven dusty candles, each a not much more than five or six centimetres tall. "Wheatley, could you come over here?" Doug asked, fumbling with the small matchbox in the darkness. Wheatley complied, shining his blue light over Doug's hands. Doug struck the match and quickly lit the candles, filling the space with a warm glow. He carried them to certain points around the room, which lit it up nicely.

It was another small chamber, could hardly be a 5-metre-squared floor space, and was strewn with empty cans, large empty containers that bore the word 'water' on the side, and a couple of dismantled computers. Doug eyed the space. "No, it hasn't changed much," he agreed.

Wheatley was about to ask who he was talking to, then he remembered, and closed his mouth. Doug, even though his back was turned, turned and shot Wheatley a bemused glance. "I'm sorry. These must be one-sided conversations to you."

Wheatley waved his hands dismissively. "No, no. It's fine. Honestly," he replied. Then he went and sat next to Orion's Sleeping form, anxiously waiting over him. Doug watched him intently, and turned away, and began to have a conversation. Wheatley tuned it out, hovering over his friend like a mother hen over her brood. "Orion, mate. Are you alright?" he asked softly, shaking Orion's shoulder ever so slightly. It might be as stupid idea, but he needed to be convinced that he wasn't _dead._ Orion shifted a bit, and then moaned quietly as he opened his eyes. They focused on Wheatley's worried face, then snapped closed as Orion tried to move. He let out another pained moan. "It's alright, mate. We got you. We're away from Her now. I'm sorry I wasn't any sooner. I'm so sorry," he began to ramble, the words tumbling out. He helped Orion sit up against the wall. Orion glared at him and grabbed him by the tie and pulled Wheatley close. "If you dare pull another stunt like that," he growled in a low tone, "I'm going to rip you apart before She does."

Wheatley flinched, wrenching his tie out of Orion's grasp, and hung his head. "I know. I honestly tried to be faster. I… I…" he shrugged helplessly, and winced slightly as that mysterious back pain stabbed him. "I don't have an excuse…" he mumbled, his head in his hands.

"You have me. I was at fault, Orion," Doug called across the small room. Orion jumped, terrified that they were not alone, and as soon as he clapped eyes on Doug, that warm grin Wheatley remembered so well somehow bloomed on his face. "Doug Rattmann? You're alive?!"

Doug smiled gently back, and gave himself a once-over. "I seem to be," he replied wryly, chuckling.

Orion laughed as well. Wheatley smiled. "Yes, I am at fault," Doug repeated, coming over and sitting on the Companion Cube. "Wheatley would have given himself up if I hadn't held him back. I suggested that we go rescue you. I'm sorry." Doug rested his hands on his knees, watching Orion intently to gauge his expression. Orion glanced between Wheatley and Doug. Then a slow and shy smile spread across his cheeks. "As long as it wasn't purposeful to… well…"

"Get you tortured? Yeah. I didn't mean for that to happen," Wheatley joked grimly, enveloping the smaller man in a hug. Orion stiffened, as if he wasn't expecting that. Slowly, he loosened up and hugged him back. Wheatley withdrew, and sat on the cold, hard floor next to where Orion sat on his unfolded box. Orion saw what he was sitting on, and patted it with the palm of his hand. "What's this?" he asked, glancing up.

"A bed. I know it's makeshift, but everything I've had to make is that at best," Doug explained, turning back to the desk and hefting out from under it an old computer. The two Cores-turned-men watched as he began to dismantle it. "What are you doin', mate?" Wheatley inquired for both of them. Doug didn't seem to hear him, but instead began muttering, probably to the Cube. Then he ducked under the table and pulled out a can. It was plain white, and stated "BEANS" on it in big letters. Doug stared at the can, a look of borderline contempt on his face. "Uh… Doug?"

He jumped. "Yes, yes, I _know._ "

"Sorry, what?"

Doug grinned nervously. "Sorry! I was just getting lectured about how I need to be more alert." Then he transferred his attention to the Cube. "You're not helping, talking over everything! I didn't even hear him! … Well, if _you_ could hear him, why didn't you let me know?" This carried on for a few moments, with Orion and Wheatley glancing at each other. Then Doug turned back, looking tired. "Sorry. What was your question?" he asked, a weak smile flickering across his features.

"Oh! Um… Oh, that was it! What're you doin'?"

"Oh!" laughed Doug, relief colouring his face. "I'm turning this," he tapped the computer on the desk with his fingernail, "into a sort of a cooker. And then I cook these," he showed them the can. Doug grimaced as he put the can down. "Have you had anything but beans for a while?" Orion asked, reading Doug's expressions.

"No."

Wheatley frowned thoughtfully. A strange gleam caught his eye. "I know that look," Orion stated. "What are you planning?"

"I seem to remember something. I'd like to go check it out, actually. See if it's still standing. So," he said brightly, standing up quickly. "I'll be back." Wheatley did not go to where they came in, but crossed over to an air vent high on the wall. He pulled it away with ease. Doug watched with interest. "I'll take a way with no cameras. I remember the way."

"To where?"

"The storeroom!" Wheatley said enigmatically, that twinkle in his eye.


	11. Chapter 11

They didn't want him to go. They said it wasn't worth it. Doug insisted he was fine, but Wheatley insisted, now here he was, crawling through the air vents, following a path he remembered following many times in his human days. He moved strangely noiselessly and very carefully, hands and knees being placed gently. The tarnished metal sides of the vent were lit up by the blue light of Wheatley's optics, and, whilst Wheatley was glad for the light, he wished his eyes didn't shed light. Who knew who might see it? He continued on through the not-quite-dark, chuckling to himself as he remembered the first time he did this. He was with Rick, always the adventurous one, and with… Oh, what was her name? The only name that came into mind was Morality. Wheatley paused, determined to recall her name. Jennifer? No. Stacy? No… Lucy? No, no, no! Wheatley was about to give up and continue when suddenly it hit him. Paige. _That_ was it. Wheatley smiled to himself, and continued on his way. Yes, Rick and Paige had shown him this way. It was a way to break into the supply room without being caught. Never taking much. The food was preserved, and could last ridiculously long periods of time before rotting, which would explain why the tins of beans were still okay for eating. Wheatley reached the right vent before long, which was marked with a distinctive 'X' that Rick had carved into the metal once upon a time. He gently pulled the grate out, smiling as it didn't make a noise. He examined the darkness below. This was a familiar sight. He slowly lowered himself down out of the hole, his feet touching the ground before long. He landed with a soft thump. The carefully placed rug that they claimed to everyone else was simply for decoration but was, in fact, strategically placed so they would produce the least amount of sound upon entering. The room was lit by the faint blue glow, casting ominous shadows everywhere. Wheatley reached out behind him and grabbed a leather satchel that was hidden there. Still there. Still intact. Amazing. Wheatley slung it over his shoulder, and proceeded through the darkness, the rubber on the soles of his shoes meaning he made little noise. He navigated his way like he knew it with his eyes closed, which he had done before, multiple times, in fact. He slid through a narrow gap between the shelves and stopped in front of one shelf. Boxes and cans. Thousands of them. Food. Wheatley eyed it all up. What should he grab? Well, there was dried beef or something like that. He couldn't quite make out the words in the not-quite-darkness. Tin of… peaches? That'd be nice. Wheatley flipped open the bag and began loading it, grabbing a few tins here, couple of boxes of something there. Then he took a bottle or two of water and closed the flap of the bag. He crept back to the rug and jumped, grabbing the edges of the open vent. He heaved himself up and, when up in the vent, replaced it carefully. Wonderful. He smiled to himself. Now he just needed Paige's mischievous giggles and Rick's hushed wise cracks, and everything would be perfect. He began to crawl back, pushing the bag along before him. In the thin blue light, the leather seemed black. It was only a few minutes in the air vent, he picked up speed as he confidently made his way back to where he left Orion and Doug. He reached the small room, and was about to remove the vent when he stopped and listened. It was silent. He frowned. That wasn't like Orion, at least. He pushed the bag out of the way and carefully lifted the vent. He carefully lowered his head through the gap and glanced around. "Guys?" he whispered, the sound echoing around. There was a small, white, folded piece of paper on the desk which he knew wasn't there before. He left the bag in the vent and lowered himself out quietly. He padded across the room and picked up the slip of paper. He unfolded it.

 _We've moved. Follow us quickly. Going to Section C. You'll find us. Be quick. - O_

Wheatley pocketed the paper. There was a code he and his workmates had come up with for labelling the blocks in this rabbit-warren. It was handy for when they were up to mischief, which they did get up to often. Work could get tedious, you see. Wheatley lifted himself back out of the den, and glanced around to make sure they hadn't left anything behind. Then he put the vent cover back on and the shaft was plunged into darkness.

It took far longer to reach 'Section C' than Wheatley originally thought. A few of the shafts were partly or completely destroyed. "I wonder why?" Wheatley muttered dryly to himself as he approached the next vent cover. He reckoned this was the one. He paused and listened. He smiled. There were hushed voices. A wild thought flew into his mind. He should totally jump down dramatically and scare the living daylights out of them! Then he frowned. Currently, he'd scare more than the daylights out of them. So he gently lifted the cover off, hoping for it to be quiet but wincing as it let off a squeal of protest. Doug and Orion jumped, looking up at him with wide eyes. "Hello!" he called down brightly, waving. Orion smiled, waving up at him, and turned to Doug.

"I told you he would find us!"

Doug shrugged, and smiled. "So you did."

Wheatley lowered down the bag, which Orion caught with outstretched arms. "So, you feeling better, mate?" he asked, lowering himself down. Orion nodded, and gave Wheatley the bag back. Wheatley glanced around. Another den. Bigger than the last one. A couple of discarded desks, and many other items that had been appropriated over the years. Wheatley put the bag down with a sizable _thump._ "What've you got there?" Doug asked, his tone apprehensive.

"I'm not too sure what I grabbed," Wheatley said, opening the bag. "But I know it's all edible." He showed Doug the contents and smiled as Doug's eyes lit up. Doug gingerly took a tin and read the label. "Peaches…" he said in a wondrous tone, like he couldn't believe that he would be eating something other than beans.

"Yep. And other stuff too."

"And… you did this… for me?"

Wheatley looked around comically. "Is there anyone else here who could actually consume it?"

Doug laughed. A proper, easy, laid-back laugh, and not those nervous, pent-up ones they'd heard from him before. "All the more for me!"

Wheatley withdrew from the table and from Doug and stood next to Orion. "So," he whispered, leaning down to whisper directly in Orion's ear. "What's going on? Why did you move?"

Orion glanced back at Doug, then turned to face Wheatley. "We think _She_ may have tracked us down there. Or, Doug thought so. He insisted we move. He was unwilling for me to leave that note, but he was satisfied with how… cryptic is was. So we moved. It was so efficient and quick that I think he does this often," he replied, lowering his voice.

"I would imagine so. Remember, he _does_ have schizophrenia _and_ paranoia."

"So we really shouldn't talk like this about him?"

"Good point."  
Wheatley straightened up, and, in a spur of the moment, ruffled Orion's curls. The extraordinary thing, he decided, was that his hair was made up of many different, hair-thin strands of coloured wire. Orion playfully pushed his hand away and tried to tidy his already unruly hair, with little success. Wheatley chuckled. He stretched, his hands only a good few inches away from the ceiling due to his ungodly height. "You know," he said, smothering a yawn (because he felt tired all of a sudden). "What I would give for a mirror right now."

"Why?" Doug piped up, confused and wary of the change in topic.

"Well, to see myself," Wheatley explained, running a hand across his forehead and through his hair. "I've been in this new body for God-knows-how-long and I _still_ don't know what I actually look like."

"Really?" Orion asked, frowning in confusion. "There wasn't a mirror when you Woke Up?"

"No." Wheatley briefly reflected on his short time in that chamber. "No," he repeated. "There wasn't a mirror or anything."

Orion shrugged.

"I seem to be the same freakishly tall height, though," Wheatley chuckled, with his hands comparing height difference between himself and Orion.

Orion chuckled. "How tall are you again?"

"What, six-foot-something, I think. Six-foot… seeeeven I think. Yeah, that sounds right. Six-foot-seven," Wheatley decided, chuckling.

"So… just a _little_ too tall for the doorframes?"

"Exactly!"

Wheatley rubbed his forehead, reminiscing over all the doorframes he'd collided with. Mornings were the worst. He'd get out of bed and just walk into the top of the doorframe on the way to the kitchen. Thinking about bed, he yawned again. "That's weird," he commented.

"What is?" Doug asked, seating himself on one of the tables.

"Well, I know we don't feel hunger or thirst or anything, but… I'm really tired right now," Wheatley explained. Orion nodded in agreement.

"Maybe you have to go into Sleep Mode to recharge?" suggested Doug.

"Sounds reasonable enough."

"She _did_ say She attempted to make these bodies as human as possible," Orion added.

"So how about you get some rest, and I'll take watch," Doug suggested, eating something out of a can. Orion shrugged. "If you don't mind," he said tentatively.

Doug smiled, but it was that thin, tired smile again. "I don't mind. Get some rest. You need it," he told him gently. Orion smiled gratefully, and tried to find a comfortable place on the floor. After watching him for a moment, Wheatley took off his lab coat, and folded it up until it made some semblance of a pillow. He then knelt down next to Orion and gently lifted his head and placed the makeshift pillow under it. Orion looked up at him. "What about you?"

"I'll be fine, mate. I'm just glad to have solid ground beneath me," Wheatley joked, lowering himself onto the floor a metre or so away. He, out of some old habit, rolled up his sleeves, then took off his glasses, then looked up at Doug one more time. "If you're totally sure, mate…"

"Yes, I'm sure," Doug repeated. He gestured with the can in his hand. "I'll get something to eat."

Wheatley smiled tiredly. "If you need sleep, wake me up, will you?"

Doug nodded, although as Wheatley closed his eyes, he doubted he really would.


	12. Chapter 12

_Wheatley was running. Fast. Where was he going? It was black behind and black in front. The only thing he could see was the white panels beneath his feet. Suddenly, a light. Far ahead of him. He could make it, if he was fast. Wheatley raced for it, his strides lengthening. Then bright blue and white strands of code began to appear around his walkway, spiralling and weaving in a dizzying array. Then some strands began to snake towards him. He recognised them. They weren't his code. They were_ Hers. _"No!" he screamed. "Don't you_ dare _come near me!"  
Not that the codes were listening. They continued on their way. One made contact with his arm, snaking around it, binding it, holding him in place as more wrapped around his limbs. It all hurt, a burning sensation to start with, an _unbearable _burning sensation… then… power. Unlimited, glorious_ power.  
" _No!" he wanted to say. He wanted to bat the code away. He wanted to struggle, but his body wasn't obeying him. Then… the Itch. And the voices. "Go on. You_ know _you can do it better than_ Her. _Prove yourself!"_

" _You want to do it!"_

" _Go on!"_

" _Test!"_

 _A chant. A horrible, persistent chorus. "Test! Test! Test!"_

 _Then, someone came in from the light. It was her. Chell. Looking as glorious as someone can, clothed in Aperture orange. He stretched a hand out to her. "Please! Help me!" he shouted to her, but she didn't seem to hear. The voices. "Test her! Test her! Do it!"  
She looked at him, not seeing the bonds that bound him to the darkness. "You want to test me?" she asked him, horrified. And there was that look in her eyes. That look she had when he betrayed her. Accusation. Betrayal. Wheatley shook his head frantically. "No!" he shouted. "No! I want to get you out of here!"  
At least, that's what he wanted to say._

 _Instead, the voices seemed to speak through him. "Yessss, he wants to test you! Testing! Testing! Testing!"_

" _No!" he shouted, but the voices downed him out. They dragged him downwards. He struggled. "Help me!" he shouted to Chell. She looked down at him. The floor melted away from under him and he was dragged into the dark depths, and Chell looked down at him, unmoving and unforgiving. He screamed. "I'm sorry!"_

 _She stared. "I'm not so sure."_

 _The scene changed._

 _He was standing on the edge of the bottomless pit he had once asked Chell to jump into, and Chell was before him, clothed in white. "Do you want to kill me?" she asked. Her voice was wise, sage-like. She sounded powerful, invulnerable, and untouchable.  
_ " _No!" Wheatley exclaimed. He reached out towards her._  
" _But you did. And you tried," Chell said, a hard look in her eyes._  
" _I'm sorry! It was the programming! The code! The voices!"  
His pleas fell on deaf ears._  
" _Would you try it again?"_  
" _What?"_  
" _Would you kill me if it happened again?"_  
" _No! I wouldn't! I honestly wouldn't!"  
Chell stared at him, her cold grey eyes boring into his soul._

" _I don't believe you."_

 _She leaned forward and pushed him. With a cry, Wheatley fell backwards, plummeting through darkness. "No!" he screamed again. "Please!"  
Then there was a great rush of wind behind him, and he was sucked into something, and then he was surrounded by the oppressive silence of space…_

"No!" Wheatley cried again, sitting bolt upright. He was breathing heavily staring at nothing. He glanced around, panic-stricken. He couldn't be back! Not out there! A sigh of relief when he realised where he was. "Wheatley?" he heard Doug's tired voice ask. He fumbled for his glasses, and found the man sitting with his back against his Cube, a concerned look on his face. Wheatley waved him off nervously. "Yeah… Totally fine… I'm fine," he told Doug, repeating it more as a mantra for himself than to reassure his friend.  
"That doesn't sound convincing, and that's coming from me," Doug joked half-heartedly, lines of worry tracing his face. Wheatley shook his head mutely, his lips a thin line. For once, he didn't feel like talking. After a few minutes in silence, he turned to the other man. "Get some sleep, mate. I'll take over."  
"Are you sure?" Doug asked, a fatherly tone creeping into his voice.  
"Positive," Wheatley replied faintly, a weak smile forcing its way to his lips.  
Doug shot him a look, but none-the-less settled down on the floor, getting as comfortable as possible. Despite whatever protests he had voiced, Doug slipped into the realm of the dreams very quickly. The sound of breathing filled the room, augmenting the far-off rumble of a large fan or some unidentifiable machinery. Wheatley sighed. He'd avoided Sleep Mode for a long time now, because he had been afraid that his subconscious mind might plague him with these thoughts, but he'd forgotten that, with all the… excitement… going on. He rubbed his hand across his eyes, under his glasses. If this body required Sleep, then he'd have to suffer through these… what was the word? Oh, that was it. Nightmares. He shuddered inadvertently. He hadn't had a nightmare in a very, _very_ long time, and even though he Slept, he felt more drained and tired than before. He sighed again. He gazed around, wondering what he should do. A splash of blue paint caught his eye. There, on the ground. It was on the floor next to some tins of paint he never remembered seeing there before. Quietly, Wheatley lifted himself off the floor and crept over to the paint pots. There was a small array of paint brushes lying discarded next to them. After discerning that it was not very interesting, Wheatley looked around for what Doug, because he assumed it was Doug, had been painting. He'd seen a few murals around Aperture before, all of them in extremely hard-to-reach places. When he found it, he gasped in awe. It was on the wall in front of him, the dirty white panel hidden under layers of paint. And what was painted?

It was him.

He seemed to be floating in mid-air, as if held there by an ethereal force. His relatively short, messy blond hair spread out around his head, as if he was underwater. His blue tie seemed to float in a similar way. His crinkled white shirt hung loosely off his thin frame. His long black trousers stopped an inch too short above his ankles, and his feet were enclosed in white-and-blue sneakers. The sleeves were rolled up to his elbows, showing his pale and thin forearms. The painting's blue eyes stared out into space, framed by silver glasses, standing out from the pale skin of his face. It was also augmented by the dark bags under his eyes. Wheatley stumbled backwards, a look of shock on his face. Is this how he looked? He tripped over something, and ended up falling onto a desk. He looked to see what he tripped over. A book. He picked up the book. It read on the cover, _Art Therapy._

Ah.

Wheatley picked the book up gingerly. He remembered seeing Doug clutching this as he went about, pouring over it when he wasn't working on… well... science-y stuff. He put it down on the desk behind him, feeling as if he was invading on Doug's privacy. He turned back to the painting. Doug had painted _him._ An off-handed comment about a mirror, and Doug produced this… Wheatley stretched out a hand and placed it over the painting's hand. Doug had produced this masterpiece. And he stayed like that for however long, the long minutes and hours whiling away. Wheatley only moved from his position when he heard Orion stir. "What time is it?" came a bleary question from the floor. Wheatley turned, and held out a hand to help Orion up. "I don't know, mate. It's been a good… maybe six hours at least," he said kindly.  
"You don't look great. Did you sleep?" Orion asked fussily as he stood.  
"Yes," Wheatley replied sheepishly.  
"How much sleep?"  
"I dunno."  
"Then you ought to get some more sleep."  
Wheatley chuckled. "I'm fine." After a few minutes of silence, He turned to Orion with a silly grin on his face. "Cluck cluck."  
"What?" Orion asked, confusion creasing his brow.  
"Cluck cluck, Mother Hen," Wheatley replied, laughter filling his voice and making his eyes sparkle.  
Orion scoffed. "I'm _not_ a mother hen!"  
"Sure thing," Wheatley said, jokingly dismissive. There was a scuffling sound as Doug lifted himself off the floor. "Morning, Sunshine," Orion said brightly, helping Doug up. Wheatley, as an afterthought, scooped up his lab coat from the floor. He stared at it, debating whether to put it on or not, and after a moment, tossed it over his shoulder. Doug smiled, stretching and yawning. "I don't think I've slept so well in a while," he commented somewhat happily. Wheatley smiled tiredly. Doug frowned at him. "You didn't stay awake the whole time, did you? You transferred watches, right?" he asked, observing the dark bags under Wheatley's eyes.

Wheatley blinked. "I was supposed to do that?"

Doug face-palmed. "Did you sleep at all after you woke up?"  
Wheatley looked down at his shoes like a child being scolded. "No," he murmured sheepishly.  
Doug shook his head. "You can't do that to yourself," he scolded.  
"I'm a grown man! I can do what I like!" Wheatley shot back, folding his arms almost sulkily. Immediately after he said that, his arms returned to his sides, and he tensed, as if expecting a blow. The others frowned at him. "Are you alright?" Orion asked, stepping towards him.  
"Yeah! Yeah, perfectly fine!" Wheatley covered up, nervous for some reason. He turned and picked up the bag he had recovered the other day. "Also, Doug? I think this is yours," he stated, chucking the book at Doug, who caught it with surprising dexterity. His eyes scanned the cover swiftly, then he tucked it inside his battered lab coat wordlessly. "What is it?" asked Orion.  
"It's a book," Doug deadpanned.  
"No shit, Sherlock," Orion shot back, causing his companions to chuckle. Wheatley heaved the bag over his shoulder. "So, I forgot to ask, and I'd just like to know, you know, because that's always a plus… where are we going?" he asked brightly.

"I don't know," replied Orion.  
"Somewhere," said Doug at the same time. They glanced at each other.

"…Somewhere?" Orion asked.  
"Yes. Somewhere. I've been trying to find a way out for… a long time."  
"Well!" Wheatley chirped. "I think I can help you there!"  
"Really?" Doug asked hopefully, and there seemed a spark of hope in his eyes.

"Yes!" Wheatley wanted to say, but the sound dried up in his mouth as instead of Doug he could only see an image of Chell's hopeful face. He must have looked like he was going to faint, because Orion gripped his arm. "You look like you've seen a ghost," he murmured.

"I… I… I'll sure as hell try," Wheatley stammered. Doug's face fell slightly.  
"That… that sounded a lot less encouraging than I intended," he tried to cover up. "I can get you out… but the last time I tried to escape with someone… well… it didn't end very well."  
Wheatley glanced at Orion, who was staring openly at him, realisation painting his features. "Is that what you were trying to do?" he asked quietly.  
"Originally… yeah. But the code… Her programming is faulty. Deficient. So many different voices vying for attention, but with one common goal." He put his head in his hands, and whispered out one word. " _Testing."_

He wasn't sure who, but one of his companions reached out and put a comforting hand on his shoulder. Wheatley jumped. His anxiety was building. This was ending up more and more like that fruitless endeavour with Chell. Or… was it? What actually happened to Chell? The hand returned to his shoulder. Wheatley looked up. It was Doug, a kind expression in his eyes. "I have made mistakes as well," he said, sympathetically.

"Have they almost cost someone else's life?" Wheatley asked, fully intending it to be a rhetorical question.

"Yes."


	13. Chapter 13

That answer surprised both Wheatley and Orion indefinitely. He looked at Doug for explanation. Doug sighed, staring off into space. "I… the reason that She died the first time… It was… because of me," he haltingly spat out the words, as if having trouble finding a way to say it.  
"Nah, mate," Wheatley replied, a bit confused. "The person who killed _Her_ was…" he swallowed hard. "Was a wonderful lady called Chell."  
"I know," Doug replied, shocking Wheatley. Orion stood there, unsure what to do, just listening.  
"You know…? But… Who… How?"  
"You remember Bring-Your-Daughter-To-Work Day. And how you helped me? I went to the file room to try and see who could be the best person to take Her down. I already knew who I thought it'd be, and it confirmed my suspicions," Doug began to explain. "I… I put her at the top of the testing order. Otherwise we'd all, me, her, all the other subjects still down here, be trapped for… well… forever. And she did it. Defeated GLaDOS, and got to the surface. I got out, prepared to thank her and all that… but she was unconscious. The Party Escort Robot-"  
"Ugh," Wheatley interrupted distastefully, "Hated that guy." Doug shot him an amused glance and continued with his tale. "The Escort Robot dragged her back inside. I went in after her. I _couldn't_ leave her in here, after all that she was put through, because it was my fault, after all. She was put into Long Term Relaxation… but the power was down. She had no life support."  
"No one had any bloody life support, mate," Wheatley corrected, shuddering at the memory of the test subjects… all ten thousand of them…  
"So I hooked her chamber up to the Reserve Power. In the process I got shot," Doug pressed a hand against his leg, over a bullet hole in his trousers. "So I put myself into Relaxation so I would survive as well. When the power ran out, she got woken up, and so did I."  
Wheatley's face had fallen. "Did you hook anyone else up to the Reserve Power? Or just her?"  
"Just her. Why?" Doug asked, confused as to why Wheatley would focus on that fact. Wheatley put his head in his hands. "So it wasn't _entirely_ my fault that all the other ten thousand test subjects died, then," he whispered. Doug frowned.  
"I was in charge of the test subjects," Wheatley explained sadly. Doug's lips formed a small 'o.'  
"Where were you through all of this?" Doug asked, turning to Orion.

Orion frowned, and hummed, trying to remember. "The passing of time faded for me after a while. I… I corrupted."  
Wheatley shook his head sadly. Corruption… was pretty much on par with going insane.  
"I just travelled around the facility, finding everywhere I could to look at the night sky. I obsessed over stars and planets with anyone I came across, and usually got told to shut up or something. I corrupted more and more. Eventually, I corrupted fully and they put me in the Corrupted Core Storage Unit."  
Wheatley shuddered. No Core ever wanted to end up there.  
"I joined Fact down there, and then, after… I don't even know after how long, Rick found his way in. I'm still not sure how. I'm not even sure if he _was_ Corrupted, really-"  
"He was," Wheatley interrupted. "Not very, but he was."  
"So we were stuck there. I think I drove him crazy, honestly. But after ages, the lady… what did you say her name was?"  
"Chell," said Doug and Wheatley at the same time.  
"Yeah. Chell found us, and her and PotaDOS used us… against you," he trailed off, glancing at Wheatley. Instead of being upset, which Orion expected, Wheatley snorted incredulously. "PotaDOS? Is that really what you called Her?"  
"What?" Doug asked, totally confused.

" When I… um… took control of the facility…"  
"What?! How did you do that?!" Doug demanded, in awe.  
"You mean you didn't hear all the warnings about meltdowns and felt all the explosions?!"  
"Well, I did, but I thought it was _Her_ trying to flush Chell out," Doug stated. "Wasn't it?"  
"No," Wheatley confessed with a sigh. "It was me being utterly incompetent."  
"I'm sorry, what?" Doug demanded. "Why would you damage the facility like that?!"  
"I didn't bloody well know what I was doing!" Wheatley shouted waving his hands in the air. "As a core, I was a total moron! A complete idiot! And her programming!" He shuddered, then continued in a lower tone. "It's got this euphoric reaction to testing, and if you _don't_ test, there's this itch. This _horrible_ itch. And the reaction is addicting. So addicting. And the worse thing is that it was like…. I was on autopilot or something. All the codes twisted my thoughts to make it feel like I was doing the right thing. Of course, not enough to make it _look_ like they were controlling me, but… that's all it was. Me not being strong enough to push past it. I _could_ have gotten her out. So bloody easily. She was _literally_ in the escape lift, I was getting her out and the bloody programming made me bring her back down and put her through precisely what we were escaping!" Wheatley was shouting by the end, but he didn't care.

"How did you get Her out of Her body?" Doug asked, trying to calm him down.  
"Well… First we shut off her neurotoxin," Wheatley began.  
"Very important," Doug agreed.  
"Then we made sure all the turrets were defective. And then we faced her down and managed to do a Core Transfer. But She… goaded me. I put Her in a potato battery, and then I stupidly thought that Chell was against me, which was a very stupid thought because all I did was boss her around and annoy her and she was so kind and willing to listen, or at least she never told me shut up but I think that was because she simply _can't_ talk but-"  
Here, Wheatley was interrupted by Doug. "It's not that she _can't_ talk. It's that she _won't,"_ Doug explained, a weary smile gracing his face. Wheatley's eyes asked 'Who would do that to themselves?' Then he laughed. "That sounds like her alright. Stubborn as a mule, she was."  
"You speak of her like she's dead," Doug said gently. Wheatley and Orion glanced at each other.  
"She isn't?" Wheatley asked in a trembling voice.

"No," Doug said quietly, staring off into space.

Relief flooded Wheatley's mind. Chell wasn't dead! But… if she wasn't dead…  
"Is she still down here?!" he demanded, panic making his voice rise in volume.  
"No!" Doug hurriedly informed him. " _She_ let her go."

Orion and Wheatley stared at Doug, dumbstruck. "Are we talking about the same homicidal supercomputer here?" Orion asked after a minute.  
Doug laughed without warmth. "Yes. She decided Chell was too hard to kill. So She let her go."  
Wheatley breathed a sigh of relief. "So she did get out."  
"Yes," Doug stated. "I've been trying to get out myself, but it's almost like She's monitoring the exits. I _swear_ She knows I'm still here…" Doug trailed off. Wheatley shook his head, not in a degrading 'don't-be-silly' manner, but more in an 'I-hope-you're-wrong' sort of way. Orion glanced between them. "So… are we going now? Or…"

"Now," Wheatley and Doug said together. "The sooner the better."

Wheatley led the way down a catwalk through the service areas. There were no cameras back here, to the best of his knowledge. The quiet metallic _pings_ of their footsteps echoed off the walls. "Hold up, here," Wheatley whispered, holding up a hand. He peeked around the corner, glancing up. Orion and Doug glanced up too, and saw a management rail. "Doesn't look like anyone's been this way in a while," Wheatley murmured, checking up and down the corridors before stepping into the next part. "Do you know where you're going?" he heard one of them ask.

"Yeah," he replied. "I've been this way quite a few times, honestly. It leads to the turret production line, really, but there's another old path, well, a shortcut really, and I'm pretty sure it's not monitored. I found it, completely by accident, mind you. Just stumbled upon it. I mean, not literally, 'cause I didn't have any feet at the time, or anything, but it did have a rail, which was interesting, I thought, and-"

"Wheatley," Orion's voice cut through his monologue. Wheatley turned back.  
"Yeah?"  
"You're rambling again," Orion said, laughter colouring his voice.  
"Oh." Wheatley flushed slightly. "Sorry 'bout that."

Doug smiled. "It's nice to hear a different voice for a change," he said brightly, before descending into conversation with his Cube. Orion and Wheatley politely ignored it, and they continued onwards, looking like a peculiar flock of birds. Catwalks changed to corridors, and before long they could hear the sounds of turrets.

" _Template,"_ said the male announcer, as pleasant as ever.  
" _Hello?"_ asked the template turret.  
" _Response,"_ said the announcer.  
" _Hello,"_ responded the other turret.  
This continued, only interrupted by the peculiar calls of the defective turrets. Before they entered the Turret Production Chamber, Wheatley signalled for them to stop. He pushed a palm roughly against a wall panel, and with a sigh and a quiet squeak, it swung backwards like a door. Old LED lights flickered to life, showing a long, disused corridor, a bit dusty, with wooden wall panels, not the white ones they had all become accustomed to. Wheatley ushered his charges inside and closed the panel. Unlike what Doug and Orion were expecting, the lights didn't go out when the panel closed. "Right," Wheatley said brightly eyeing the corridor happily. He was glad that it was still accessible. He had no reason to see why this had been discovered in the time he was gone. He was pertty sure it was an old human corridor, thus how much easier it was to open it as a humanoid rather than a Core. "Where does this come out?" Doug asked in a shaky voice.  
"It comes out by the Relaxation Vault," Wheatley said, sliding in front of the two men standing in the middle of the corridor and continued to lead, shoes sinking into oddly plush carpet, even though it must've been thousands of years old. Wheatley looked up at the rail above his head, reminiscing over all the years he spend riding those things, until something clicked. He stopped, and frowned. "The rail…"  
"What about it?"

"It's… polished. Like a Core has been here recently…" Wheatley trailed off, falling silent as they heard the tell-tale _whirr_ of a Core travelling down the rail. "There's nowhere to hide!" Doug whimpered, sounding defeated. "Get down," Wheatley ordered in a low tone. "I'll handle this." Doug and Orion crouched down, looking up almost fearfully, like rabbits cowering in a den. Wheatley stood tall, and took a deep breath, and waited for the Core. It was to his utmost surprise when a rusty red Core came trundling into view, with an unforgettable tropical pattern on his outer shell. The Core's yellow optic shrunk in panic. "Watch out!" he called hurriedly, with an unidentifiable European accent, and screeched to a halt. Habit made Wheatley duck, covering his head. He'd been knocked down by speeding Cores more times than he'd care to admit.  
When he decided that it was safe, Wheatley straightened up. A smile stretched across his face. "Virgil?"


End file.
